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, (ii) an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and counsel to the Agents a written opinion of Xxxxxxxx X. XxXxxx, Esq., Chief Securities Counsel to the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, or, in lieu of such opinion, counsel last furnishing such opinion to the 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 such letter authorizing reliance (except that statements in such last opinion, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement); provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

Subsequent Delivery of Legal Opinions. Each time ------------------------------------- that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (A) by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively solely to the issuance offering of securities other than the Notes or (yB) unless an Agent shall otherwise reasonably requested request, by any Agent, filing of any Current Report on Form 8-K filed K) or (ii) (if required by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereofTerms Agreement relating to such Notes) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents a the written opinion opinions of Xxxxxxxx Xxxxxxx X. XxXxxxXxXxxxx, Esq., Chief Securities Senior Counsel to the Company, Guarantor (or such other counsel satisfactory as may be acceptable to the AgentsAgent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company and the Guarantor, each dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinion opinions referred to in Section 5(a)(17(c) and (d) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents 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, opinion 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

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, (ii) an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereofNotes) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an the Purchasing Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents Purchasing Agent and counsel to the Agents Purchasing Agent a written opinion of Xxxxxxxx Xxxx X. XxXxxxXxxxxxxx, Esq., Chief Securities Senior Counsel to the Company, or other counsel satisfactory to the AgentsPurchasing Agent, dated the date of delivery of such opinion, in form satisfactory to the AgentsPurchasing Agent, of the same tenor as the opinion referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents Purchasing Agent may request, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementopinion, or, in lieu of such opinion, counsel last furnishing such opinion to the Agents Purchasing Agent shall furnish the Agents Purchasing Agent with a letter to the effect that the Agents Purchasing Agent 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 and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has Purchasing Agent shall have suspended solicitation of purchases of the Notes through the Agents in its capacity as agent pursuant to Section 3(a) hereofa request from the Company, and the Agents Purchasing Agent shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents Purchasing Agent with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an the Purchasing Agent.

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, (ii) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in relating solely to the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with ), including an amendment effected by the SEC any filing of a document incorporated by reference in into the Registration Statement or Prospectus (other than (x) any Current Report the filing of a current report on Form 8-K containing only information responsive to item 5 thereof (and including any exhibits listed under item 7 thereto relating exclusively to the issuance of securities other than the Notes information provided pursuant to such item 5 and any such exhibit attached to such report), or (yii) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents a the written opinion of Xxxxxxxx X. XxXxxx, Esq., Chief Securities Counsel senior in-house counsel to the Company, 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 opinionamendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the AgentsAgent(s), of the same tenor as the opinion opinions referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a5(b)(1) hereof as (including the Agents may requestform of both Exhibits B-1 and B-2), 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, opinions or, in lieu of such opinionopinions, counsel last furnishing each such opinion to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents 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, opinion 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that the Company shall so furnish or cause to be furnished an opinion of Skadxxx, Xxps, Slate, Meagxxx xxx Flom XXX or other counsel reasonably satisfactory to the Agent(s) each year with respect to the Company's filing of its Annual Report on Form 10-K, dated the date of the filing of such report with the Commission, in form and substance reasonably satisfactory to the Agent(s), of the same tenor as the opinion referred to in Section 5(b)(1) with respect to Exhibit B-1, 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, further, that in the case of an amendment or supplement referred to in clause (i) above, if the Company has suspended solicitation shall in good faith determine that it does not intend to be in the market during the three months after the date of purchases filing of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principalsuch amendment or supplement, the Company shall not be obligated so may deliver to furnish the Agents a notice, which shall be dated the date of delivery thereof to the Agents, to such effect, in which event the obligation of the Company pursuant to clause (i) above with an opinion respect to such amendment or opinions supplement shall be deemed suspended until the earlier of (x) such time as the Company shall determine so notifies the Agents that it wishes to re-enter the solicitation of purchases market and (y) the next such amendment or supplement of the Notes should be resumed Prospectus or Registration Statement (provided that this clause (y) shall subsequently enter into a new Terms Agreement with an Agent.not prevent the Company from

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus Offering Circular shall be amended or supplemented with respect to the Bank Notes (other than by (i) a Pricing Supplement, (ii) an amendment or supplement (x) providing solely for a change in the interest rates or other variable terms of the Bank Notes or similar changes, or (y) setting forth financial statements or other information as of and for a change fiscal period (unless, in the principal amount reasonable judgment of Notes remaining to the Distribution Agents, an opinion of counsel should be sold or similar changes or furnished in light of such an amendment)), (iiiii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC Commission or any bank regulatory agency any document incorporated by reference into the Offering Circular, but in no event more than once a quarter upon the Prospectus filing of the Parent’s Form 10-Q unless requested by the Distribution Agents, (other than iii) (xif required in connection with the purchase of Bank Notes by a Distribution Agent as principal) any Current Report on Form 8-K relating exclusively the Bank sells Bank Notes to such agent as principal or (iv) die Bank issues and sells Bank Notes in a form not previously certified to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed Distribution Agents by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or, if so indicated in the applicable Terms AgreementBank, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company Bank shall furnish or cause to be furnished forthwith to the Distribution Agents and the Distribution Agents’ counsel to the Agents a written opinion of Xxxxxxxx X. XxXxxx, Esq., Chief Securities Counsel to the Company, or other letter from each counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the last furnishing an opinion referred to in Section 5(a)(16(a)(i) hereof, and hereof (or such other opinions provided for in Section 5(a) hereof counsel as the Agents may request, but modified, as necessary, to relate be acceptable to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter Distribution Agents) to the effect that the Distribution Agents may rely on such last opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last opinion, opinion shall be deemed to relate to the Registration Statement and the Prospectus Offering Circular as amended and supplemented to the time of delivery of such letter authorizing reliance and reliance) or in lieu of such letter, each such counsel (or such other counsel as may be acceptable to the General Disclosure Package if Distribution Agents) may deliver a letter in connection with a sale the same form as its letter referred to in Section 6(a)(i) but modified, as necessary to relate to the Offering Circular as amended and supplemented to the tune of Notes pursuant delivery of such letter. With respect to a Terms Agreementthis Section 8(c); provided, however, that if the Company has suspended solicitation of purchases of opinion referred to in Section 6(a)(ii) will also be furnished in the Notes through the Agents same manner contemplated above but only pursuant to Section 3(a8(c)(iii) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agentabove.

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, (ii) an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereofNotes) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and counsel to the Agents a written opinion of Xxxxxxxx Xxxx X. XxXxxxXxxxxxxx, Esq., Chief Securities Senior Counsel to the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementopinion, or, in lieu of such opinion, counsel last furnishing such opinion to the 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 such letter authorizing reliance (except that statements in such last opinion, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has Agents shall have suspended solicitation of purchases of the Notes through the Agents in their capacity as agents pursuant to Section 3(a) hereofa request from the Company, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

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, (ii) an amendment or supplement providing solely for a change in the interest rates or maturities of the Notes or a change in the principal amount of the Notes remaining to be sold or similar other changes or (iii) an amendment or supplement that relates exclusively as agreed to an offering of securities other than by the NotesAgents on a case-by-case basis) or there is filed the Company files with the SEC Commission any document incorporated by reference in into the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or, if so indicated in the applicable Terms AgreementProspectus, the Company sells Notes shall, concurrently with such amendment, supplement or filing, furnish the Agents and Dewey Ballantine with a written opinion of the counsel to an Agent pursuant to a Terms Agreementthe Compaxx xxxxxxxxx xx Section 4(b)(1), the Company shall furnish or cause to be furnished forthwith addressed to the Agents and counsel to the Agents a written opinion of Xxxxxxxx X. XxXxxx, Esq., Chief Securities Counsel to the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may requestExhibit 1, but modified, modified as necessary, necessary to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of such opinion and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementopinion; provided, orhowever, that in lieu of such opinion, -------- ------- such counsel last furnishing such opinion to the Agents shall may furnish the Agents with a letter to the effect that the Agents may rely on such last prior opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last opinion, prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of such letter authorizing reliance and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

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, (ii) an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) solely for the inclusion of additional financial information, and, unless the Agents shall otherwise specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the NotesNotes and other than by a pricing supplement) or there is filed with the SEC any document incorporated by reference in into the Prospectus unless waived by the Agents (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Quarterly Report on Form 810-K filed by Q), or (if required pursuant to the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or, if so indicated in the applicable terms of a Terms Agreement, ) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion opinions of Xxxxxxxx X. each of Milbank, Tweed, Xxxxxx & XxXxxx, Esq.counsel to the Company, Chief Securities Counsel Doerner, Saunders, Xxxxxx & Xxxxxxxx, Oklahoma counsel to the Company, and Wagstaff, Alvis, Stubbeman, Xxxxxxxx & Xxxxxxxx, L.L.P., Texas counsel to the Company, or other counsel satisfactory to the Agents, Agents dated the date of delivery filing with the SEC of such opinionsupplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of the same tenor as the opinion respective opinions referred to in Section Sections 5(a)(1), 5(a)(3) and 5(a)(4) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, opinion; or, in lieu of such opinion, counsel last furnishing such opinion to the 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 such letter authorizing reliance (except that statements in such last opinion, opinion 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

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, (ii) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in relating solely to the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes), (ii) or there is filed (if required in connection with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance purchase of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by from the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 by one or 9.01 thereofmore Agents as principal) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents a (1) the written opinion of Xxxxxxxx X. XxXxxxXxxxxxxx, Esq.Xxxxxxx & Xxxxxxx, Chief Securities Counsel A Professional Corporation, counsel to the Company, or other counsel satisfactory to the AgentsAgent(s), and (2) the written opinion of Xxxxxx X. Xxxxxx, Executive Vice President, Secretary and General Counsel for the Company, each dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinion opinions referred to in Section 5(a)(1Sections 5(b) and 5(c) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may requestrespectively, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, opinions or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents Agent(s) shall each furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such counsel's 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, opinion 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

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, (ii) Supplement or an amendment or supplement providing solely for a change in the interest rates inclusion of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) additional financial information, and, unless any Agent shall otherwise specify, other than by an amendment or supplement that which relates exclusively to an offering of securities other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference in into the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Quarterly Report on Form 810-K filed by Q, unless any Agent shall otherwise specify), (iii) if required pursuant to the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or, if so indicated in the applicable terms of a Terms Agreement, the Company sells Notes to an Agent or Agents pursuant to a Terms AgreementAgreement or (iv) if specifically requested by the Agent to or through whom the Notes are issued and sold, the Company issues and sells Notes through or to an Agent bearing interest determined by reference to an interest rate basis or formula not described in the Prospectus in the form first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion opinions of Xxxxxxxx X. XxXxxx, Esq., Chief Securities the General Counsel and Special Counsel to the Company, or other counsel satisfactory to the Agents, dated the date of delivery filing with the Commission of such opinionsupplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinion opinions referred to in Section Sections 5(a)(1) and 5(a)(2) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion to the 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 such letter authorizing reliance (except that statements in such last opinion, opinion 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than (A) by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively solely to the issuance offering of securities other than the Notes or (yB) unless an Agent shall otherwise reasonably requested request, by any Agent, filing of any Current Report on Form 8-K filed K) or (ii) (if required by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereofTerms Agreement relating to such Notes) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents a the written opinion opinions of Xxxxxxxx X. XxXxxxMichael A. McGrail, Esq., Chief Securities Senior Counsel to the Company, or other counsel satisfactory Guarantor (ox xxxx xxxxx xxxxxel as may be acceptable to the AgentsAgent(s)) and Reid & Priest LLP, special counsel to the Company and the Guxxxxtor, each dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinion opinions referred to in Section 5(a)(17(c) and (d) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents 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, opinion 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.