Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes or (ii) an amendment or supplement providing primarily for the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information as of and for any fiscal quarter) or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement and Prospectus as amended and supplemented to the time of delivery of such letter.

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes or (ii) an amendment or supplement providing primarily for the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information as of and for any fiscal quarter) or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant President—Deputy General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i5(b)(ii) and 5(b)(iv)(x5(b)(v) (with respect to execution and delivery)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; PROVIDEDprovided, HOWEVERhowever, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion the opinions referred to in Section 5(b) shall expand the opinion rendered pursuant to Section 5(a)(i5(b)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(b)(i5(b)(ii) hereof, but modified, as necessary, to relate to the Registration Statement and Prospectus as amended and supplemented to the time of delivery of such letter.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for the establishment of or a change in the interest rates rates, maturity or price of the Notes or similar changes in other terms of the Notes or (ii) an amendment or supplement providing primarily solely for the inclusion of additional financial information, or and, unless the Agents shall otherwise specify, other than (iiiA) by an amendment or supplement which that relates exclusively to an offering of securities other than the NotesNotes or (B) or there is filed with by the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, filing of a Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information K), (ii) (if required in connection with the purchase of Notes by an Agent as of and for any fiscal quarterprincipal) or the Company sells Notes to an Agent pursuant as principal or (iii) the Company issues and sells Notes in a form not previously certified to a Terms Agreement, the terms of which so requireAgents by the Company, the Company shall use its best efforts to shall, within five business days after such amendment or supplement in the case of (i) above, or forthwith in the case of (ii) or (iii) above, furnish or cause to be furnished promptly following to the Agents and to counsel to the Agents the written opinions of Xxxxxx & Xxxxxxx LLP, counsel for the Company, Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, Maryland corporate counsel for the Company and Xxxxxx X. Xxxxxxx, General Counsel of the Company, or other counsel satisfactory to the Agents dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or filing or on the Settlement Date with respect to date of such Terms Agreementsale, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably substance satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a5(a)(1), 5(a)(2), 5(a)(4) and 5(b5(a)(5) (other than, hereof and the statement referred to in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested Statutory Prospectus made available by the Agents, Company for use by the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(iapplicable Agent(s) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished Applicable Time, the applicable Final Term Sheet, if any, relating to the Agentsoffering of the Notes and, promptly following each filing by the Company if applicable, one or more specified Issuer Free Writing Prospectuses; or, in lieu of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-Ksuch opinion, a letter from the counsel last furnishing the such opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of delivery of such letter and authorizing reliance (except that statements in form satisfactory to counsel for the Agents, of the same tenor as the such last opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letterletter authorizing reliance, and in each case as of the time of delivery of such letter authorizing reliance, the Statutory Prospectus made available by the Company for use by the applicable Agent(s) as of the Applicable Time, the applicable Final Term Sheet, if any, relating to the offering of the Notes and, if applicable, one or more specified Issuer Free Writing Prospectuses).

Subsequent Delivery of Legal Opinions. (a) Each time that (i) the Registration Statement or the Statutory Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes in other terms of the Notes or (ii) an amendment or supplement providing primarily solely for the inclusion of additional financial information, or (iii) and other than by an amendment or supplement which relates exclusively to an offering the issuance of securities other than the Notes), (ii) or there is filed with the Commission any document incorporated by reference into the Registration Statement, the General Disclosure Package or the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K K, unless the Agents shall otherwise specify), (iii) (if required in connection with the purchase of Notes from the Company by one or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information more Agents as of and for any fiscal quarterprincipal) or the Company sells Notes to an such Agent pursuant or Agents as principal or (iv) the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the terms of which so requirethen, the Company shall use its best efforts to furnish or cause to be furnished promptly following forthwith to the Agent(s) and to counsel to the Agents the written opinions of Latham & Watkins LLP, counsel to the Company, Venable, LLP, Maryland cxxxxxx to xxx Xxmpany and Robert P. Schulman, xxxxxxx for the Company or other counsel satisfactxxx xx xxx Xxxxx(x), dated the date of filing with the Commission of such amendment, supplement or filing document, or on the Settlement Date with respect to date of effectiveness of such Terms Agreementamendment or supplement, as applicable, or the date of such sale, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably substance satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(bAgent(s), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions opinion referred to in Sections 5(aSection 5(b)(1), 5(b)(2) and 5(b) (other than5(b)(3), in the case of the opinion delivered pursuant to Section 5(b) hereofrespectively, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package, as applicable, as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the such opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, Agents shall furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it was dated the date of delivery of such letter and authorizing reliance (except that statements in form satisfactory to counsel for the Agents, of the same tenor as the such last opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, shall be deemed to relate to the Registration Statement Statement, the Prospectus and Prospectus the Disclosure Package, as applicable, as amended and supplemented to the time of delivery of such letterletter authorizing reliance); provided, however, that counsel need not render the opinion required under Section 5(b)(1)(xi) upon the filing of any Quarterly Report on Form 10-Q which does not include information relating to such tax matters, unless the Agents shall otherwise specify.

Subsequent Delivery of Legal Opinions. Each The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for the establishment of the terms of Notes or a change in the interest rates rates, maturity or price of the Notes or similar changes in other terms of the Notes or (ii) an amendment or supplement providing primarily solely for the inclusion of additional financial information, or (iii) and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (2) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K K, unless the Agents shall reasonably request based on disclosure included or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information as of and for any fiscal quarteromitted from such Report) or the Company sells Notes to an Agent (3) if required pursuant to the terms of a Terms Agreement, upon the terms Company’s sale of which so requireNotes to one or more Agents pursuant to such Terms Agreement, the Company shall use its best efforts to furnish or cause to be furnished promptly following forthwith to the Agents and to counsel to the Agents a written opinion of each of the counsel designated in Section 5(a)(1) and (2), or other counsel satisfactory to the Agents dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or filing or on the Settlement Date with respect to of such Terms Agreementsale, except that such counsel shall give the negative assurance in Section 5(a)(4) as of the applicable date specified in Section 5(a)(4), as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of substantially the same tenor as the opinions referred to in Sections 5(a5(a)(1) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinionopinions; PROVIDEDor, HOWEVERin lieu of such opinions, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the such opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, Agents shall furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of delivery of such letter and authorizing reliance (except that statements in form satisfactory to counsel for the Agents, of the same tenor as the such last opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letterletter authorizing reliance).

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or changes in other terms of the Notes or (ii) an amendment or supplement Notes, providing primarily solely for the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively relating solely to an the issuance and/or offering of securities other than the Notes), (ii) or there is filed with the Commission SEC any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes), (iii) (if required in connection with the purchase of Notes from the Trust by one or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information more Agents as of and for any fiscal quarterprincipal) or the Company Trust sells Notes to an such Agent pursuant or Agents as principal or (iv) the Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Trust, the terms of which so require, the Company Trust shall use its best efforts to furnish or cause to be furnished promptly following forthwith to the Agent(s) and to counsel to the Agents the written opinions of Robinson Silverxxx Xxxxcx Xxxxxxxn & Xxxmxx XXX, Balxxxx Xpahr Axxxxxx & Xxxxxxxxx, xr oxxxx xxxxsel satisfactory to the Agent(s), dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, supplement or filing or on the Settlement Date with respect to date of such Terms Agreementsale, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel substance reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(bAgent(s), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a5(a)(1) and 5(b) (other than5(a)(2), in as the case of the opinion delivered pursuant to Section 5(b) hereofmay be, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the such opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, Agents shall furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it was dated the date of delivery of such letter and authorizing reliance (except that statements in form satisfactory to counsel for the Agents, of the same tenor as the such last opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided that with respect to the opinion set forth in Section 5(a)(1)(xiii), if such opinion is being rendered pursuant to clause (iii) or (iv) above, such counsel may not rely on the assumptions set forth therein with respect to the Notes being sold on the date of such opinion, but with respect to the matters to which such assumptions apply in Section 5(a)(1)(xiii), such counsel may qualify such opinion to its knowledge based upon an officer's certificate delivered to such counsel; provided, however, that, with respect to (i) and (ii) above, in the event that the conditions of Section 4(k)(i) hereof have been satisfied and the Trust has notified the Agents in writing that offerings of Notes are suspended, then the Trust shall be required to furnish or cause to be furnished such opinions or such letter, as the case may be, only immediately upon notification by the Trust that offerings of Notes may be resumed.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates determination of the Notes or changes in other variable terms of the Notes or (ii) an amendment or supplement providing primarily for relating solely to the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, a Current Report on Form 8-K K, unless the Agents shall otherwise specify), (iii) (if required in connection with the purchase of Notes from the Company by one or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information more Agents as of and for any fiscal quarterprincipal) or the Company sells Notes to an Agent pursuant one or more Agents as principal or (iv) the Company sells Notes in a form not previously certified to a Terms Agreement, the terms of which so requireAgents by the Company, the Company shall use its best efforts to furnish or cause to be furnished promptly following forthwith to the Agent(s) and to counsel to the Agents the written opinions of Wallxx Xxxxxxx, Xxown & Wood and McCuxxxxxx & Xherxxxx, xxunsel to the Company, or other counsel satisfactory to the Agent(s), dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, supplement as applicable, or filing or on the Settlement Date with respect to date of such Terms Agreementsale, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably substance satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(bAgent(s), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions opinion referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the such opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, Agents shall furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it was dated the date of delivery of such letter and authorizing reliance (except that statements in form satisfactory to counsel for the Agents, of the same tenor as the such last opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letterletter authorizing reliance).

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes or (ii) an amendment or supplement providing primarily solely for the terms of the Notes, providing solely for the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively relating solely to an the issuance and/or offering of securities other than the Notes), (ii) or there is filed with the Commission SEC any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes), (iii) (if required in connection with the purchase of Notes from the Trust by one or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information more Agents as of and for any fiscal quarterprincipal) or the Company Trust sells Notes to an such Agent pursuant or Agents as principal or (iv) the Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Trust, the terms of which so require, the Company Trust shall use its best efforts to furnish or cause to be furnished promptly following forthwith to the Agent(s) and to counsel to the Agents the written opinions of Robinson Silverman Pearce Aronsohn & Berman LLP, Goodwin, Procter & Hoar XXX, xxx Xxxxxxx Xoxxxxx ox xxx Xxust, xxx Altheixxx & Xray, or othex xxunsel satisfactory to the Agent(s), dated thx xxxx xx filing with the SEC of such supplement or document, the date of effectiveness of such amendment, supplement or filing or on the Settlement Date with respect to date of such Terms Agreementsale, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel substance reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(bAgent(s), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions opinion referred to in Sections 5(aSection 5(a)(1), 5(a)(2) and 5(b) (other than5(a)(3), in as the case of the opinion delivered pursuant to Section 5(b) hereofmay be, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the such opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, Agents shall furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it was dated the date of delivery of such letter and authorizing reliance (except that statements in form satisfactory to counsel for the Agents, of the same tenor as the such last opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that, with respect to (i) and (ii) above, in the event that the conditions of Section 4(k)(i) hereof have been satisfied and the Trust has notified the Agents in writing that offerings of Notes are suspended, then the Trust shall be required to furnish or cause to be furnished such opinions or such letter, as the case may be, only prior to the date that offerings of Notes may be resumed.

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes or Notes, (ii) an amendment or supplement providing primarily solely for the inclusion of additional financial information, information or (iii) an amendment or supplement which that relates exclusively to an offering of debt securities other than the Notes) or there is filed with the Commission any document incorporated incorporated, or deemed to be incorporated, by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information as of and for any fiscal quarter) or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished furnished, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with be, a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters letter substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions opinion referred to in Sections Section 5(a) and 5(b) hereof or, in lieu of such lettersletter, letters a letter from other counsel reasonably satisfactory to counsel for the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company)Agents, dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions opinion referred to in Sections Section 5(a) and 5(b) hereof (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, than the matters covered by Sections 5(b)(i5(a)(viii)(x) and 5(b)(iv)(x5(a)(xi)) hereof), but modified, as necessary, to relate to the Registration Statement and the Prospectus Prospectus, as amended and supplemented to the time of delivery of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the opinion referred to in Section 5(b5(a) hereof, or from other counsel reasonably satisfactory to counsel for the Agents, dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(b)(i) hereof5(a)(xi), but modified, as necessary, to relate to the Registration Statement and Prospectus Prospectus, as amended and supplemented to the time of delivery of such letter.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement, the Previous Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates determination of the Notes or changes in other variable terms of the Notes or (ii) an amendment or supplement providing primarily for relating solely to the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) Notes or, except as provided below, an amendment or there is filed with supplement by the Commission filing of any document incorporated by reference into reference), (ii) (if required in connection with the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K purchase of Notes from the Company by one or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information more Agents as of and for any fiscal quarterprincipal) or the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the terms of which so require, (iii) the Company shall use its best efforts to furnish or cause to be furnished promptly following such amendment, supplement or filing or on files with the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or Commission an Annual Report on Form 10-K, a letter from Quarterly Report on Form 10-Q, a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the counsel last furnishing Prospectus pursuant to Item 11 of Form S-3 under the opinion referred to in Section 5(b) hereofSecurities Act or, upon the reasonable request of the Agents, any other Report on Form 8-K, or from (iv) the Company sells Notes in a form not previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith to the Agent(s) and to counsel to the Agents the written opinions of John X. Xxxx, xxneral counsel for the Company, and Lockx Xxxnxxxx Xxxx & Xeisxxx, xounsel to the Company (unless otherwise waived), or other counsel reasonably satisfactory to the AgentsAgent(s), dated the date of delivery filing with the Commission or the date of effectiveness of such letter and amendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to counsel for the AgentsAgent(s), of the same tenor as the opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letteropinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes or (ii) an amendment or supplement providing primarily for the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information as of and for any fiscal quarter) or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. XxxxxxxxDavid K. Thompson, Senior Vice President - Assistant General Counsel Xxxxxxx Xxxxxxx of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion the opinions referred to in Section 5(b) shall expand the opinion rendered pursuant to Section 5(a)(i5(b)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(b)(i5(b)(ii) hereof, but modified, as necessary, to relate to the Registration Statement and Prospectus as amended and supplemented to the time of delivery of such letter.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes or (iix) an amendment or supplement providing primarily solely for the inclusion determination of additional financial information, the variable terms of the Notes (including the filing of any Pricing Supplement) or (iii) an amendment or supplement which relates exclusively relating solely to an the offering of securities other than the Notes, (y) or there is filed with unless otherwise expressly and reasonably requested by the Commission any document incorporated by reference into Agent, the Prospectus (other than any Annual Report on Form 10-K, filing of the Company's Current Report Reports on Form 8-K with the Commission pursuant to the 1934 Act or (z) amendments or supplements relating to earnings statements or other general public interim or annual financial statement information to the extent not included in the Company's Quarterly Report Reports on Form 10-Q relating primarily or Annual Reports on Form 10-K filed with the Commission pursuant to financial statements or other financial information as the 1934 Act), unless, subject to the immediately following sentence, the Company has suspended the solicitation of and for any fiscal quarteroffers to purchase Notes pursuant to Section 3(b) or hereof, (ii) the Company sells Notes to an the Agent as principal and solely to the extent reasonably requested by the Agent and specified pursuant to Section 3(a) hereof in the applicable Terms Agreement or (iii) the Company sells Notes in a Terms Agreement, form not previously opined to the terms of which so requireAgent by the Company, the Company shall use its best efforts to furnish or cause to be furnished promptly following forthwith to the Agent the written opinion of the General Counsel, Deputy General Counsel or an Assistant General Counsel of the Company, or other counsel satisfactory to the Agent, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, supplement as applicable, or filing or on the Settlement Date with respect to date of such Terms Agreementsale, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel substance reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the AgentsAgent, of the same tenor as the opinions opinion referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the such opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, Agent shall furnish the Agent with a letter substantially to the effect that the Agent may rely on such last opinion to the same extent as though it was dated the date of delivery of such letter and authorizing reliance (except that statements in form satisfactory to counsel for the Agents, of the same tenor as the such last opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letterletter authorizing reliance). In the event that the Company is not required to fulfill any obligations set forth in the immediately preceding sentence that it may have because the Company has suspended the solicitation of offers to purchase Notes pursuant to Section 3(b) hereof, the Company shall fulfill any such obligations at such time as the Company has advised the Agent that solicitation may be resumed pursuant to Section 3(b) hereof.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement, the Previous Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates determination of the Notes or changes in other variable terms of the Notes or (ii) an amendment or supplement providing primarily for relating solely to the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) Notes or, except as provided below, an amendment or there is filed with supplement by the Commission filing of any document incorporated by reference into reference), (ii) (if required in connection with the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K purchase of Notes from the Company by one or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information more Agents as of and for any fiscal quarterprincipal) or the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the terms of which so require, (iii) the Company shall use its best efforts to furnish or cause to be furnished promptly following such amendment, supplement or filing or on files with the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or Commission an Annual Report on Form 10-K, a letter from Quarterly Report on Form 10-Q, a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the counsel last furnishing Prospectus pursuant to Item 11 of Form S-3 under the opinion referred to in Section 5(b) hereofSecurities Act or, upon the reasonable request of the Agents, any other Report on Form 8-K, or from (iv) the Company sells Notes in a form not previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith to the Agent(s) and to counsel to the Agents the written opinion of John J. Sabl, general counsel for txx Xxxxxxx xr other counsel reasonably satisfactory to the AgentsAgent(s), dated the date of delivery filing with the Commission or the date of effectiveness of such letter and amendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to counsel for the AgentsAgent(s), of the same tenor as the opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letteropinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (iA) a Pricing Supplement pricing supplement or an other amendment or other supplement providing solely for a change in the interest rates of the Notes Pricing Terms or changes in other terms of the Notes or (ii) an amendment or supplement providing primarily solely for the inclusion of additional financial information, or any pricing supplement in connection with a purchase of Notes by an Agent as principal, (iiiB) an amendment or supplement which relates exclusively to an offering of debt securities other than the NotesNotes or (C) or except as provided below, the filing of any document incorporated by reference therein), (ii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus (other than any Annual Report periodic report on Form 10-KK or 10-Q, Current Report or a current report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial containing information as called for by any of and for any fiscal quarterItems 1 through 4 thereof, (iii) or the Company sells Notes to an Agent pursuant as principal (provided that in the case of a purchase of Notes with respect to which the applicable pricing supplement provides solely for Pricing Terms or solely for the inclusion of additional financial information, only if required by such Agent) or (iv) the Company issues and sells Notes in a Terms Agreement, form not previously certified to the terms of which so requireAgents by the Company, the Company shall use its best efforts to furnish or cause to be furnished promptly following forthwith to the Agents and to counsel to the Agents written opinions of Susan L. Harris, Esq. and Davis Polk & Wardwell, or in either case oxxxx xxxxxxx xxtisfactory xx xxx Xxxnts, xxxxx the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, supplement or filing or on the Settlement Date with respect to date of such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreementsale, as the case may be (with a copy to counsel to the Agents except that no opinion other than that of Susan L. Harris, Esq. or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (whichshxxx xx xxxxxxxx solely as a result of the filing by the Company with the SEC of any periodic report on Form 10-Q or any of the above-referenced current reports on Form 8-K), in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter form and in form substance satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a) and 5(b) (other than, in the case of Susan L. Harris, Esq. or such other counsel as the opinion delivered pursuant to referred xx xx Xxxxxxx 0(a)(2) hereof and in the case of Davis Polk & Wardwell or such other counsel as the opinion referred xx xx Xxxxion 0(x)(0) hereof (including the opinion of each required by Section 5(b5(a)(5) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; PROVIDEDor, HOWEVERin lieu of such opinion, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the such opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, Agents shall furnish the Agents with a letter substantially in the form of Appendix II hereto to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of delivery of such letter and authorizing reliance (except that statements in form satisfactory to counsel for the Agents, of the same tenor as the such last opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letterletter authorizing reliance).

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes Securities or changes in other terms of the Notes Securities or (ii) an amendment or supplement providing primarily for the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively to an offering of securities other than the NotesSecurities) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information as of and for any fiscal quarter) or the Company sells Notes Securities to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx Michxxx X. XxxxxxxxXxXxxxxx, Senior Xxnior Vice President - Assistant President, General Counsel of and Secretary the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement and Prospectus as amended and supplemented to the time of delivery of such letter.Annual

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes or (ii) an amendment or supplement providing primarily for the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information as of and for any fiscal quarter) or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment or supplement that relates to the Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to the Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreementindex. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing the opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement and Prospectus as amended and supplemented to the time of delivery of such letter.