Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Each time that there is filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (ii) on the date of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d) hereof, and (iii) at the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates or maturity dates of the Notes or similar changes or solely for the inclusion of additional financial information, an amendment or supplement which relates exclusively to an offering of securities other than the Notes or, except as hereinbefore described, an amendment or supplement resulting from the filing of any document incorporated by reference therein), the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Cleary, Gottlieb, Steen & Hamilton, counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to the Company, or other counsel satisfactory to the Agents, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment or the date of such purchase, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 4(a) 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 opinions; or, in lieu of such opinions, such counsel, or counsel last furnishing such opinions to the 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 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).

Subsequent Delivery of Legal Opinions. Each time that there is filed with Subject to the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (ii) on the date provisions of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d4(k) hereof, and (iii) at the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or maturity dates price of the Notes or similar changes terms or solely for the inclusion of additional financial information, 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 or, except as hereinbefore described, an amendment Notes) or supplement resulting from there is filed with the filing of Commission any document incorporated by reference therein)into the Prospectus (other than any Current Report on Form 8-K) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement, if requested by the Agents or counsel to the Agents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the a written opinions opinion of Cleary, Gottlieb, Steen & Hamilton, counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to the Company, Sidley Austin llp or other counsel selected by the Company and reasonably satisfactory to the Agents, Agents dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment amendment, or the date of such purchasesale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions opinion referred to in Section 4(a5(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 opinionsopinion; or, in lieu of such opinionsopinion, such counsel, or counsel last furnishing such opinions opinion 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 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); provided, however, that if the Company shall determine that it does not intend to be in the market for up to three months after the date of filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Agents received by the Company with respect to such amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Legal Opinions. Each time that there is filed with (i) the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (ii) on the date of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d) hereof, and (iii) at the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of or a change in the interest rates rates, maturity or maturity dates price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes orNotes), except as hereinbefore described, an amendment or supplement resulting from (ii) there is filed with the filing of Commission any document incorporated by reference thereininto the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes under the Registration Statement), (iii) (if required in connection with the purchase of Notes by an Agent as principal) the Company sells Notes to an Agent as principal or (iv) if the Company issues and 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 Agents and to counsel to the Agents the written opinions of Cleary, Gottlieb, Steen Xxxxxx & HamiltonXxxxxxx, counsel to for the Company, Philip S. XxxxxyXxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, Xxxxxxxxe Vice PresidentMaryland counsel for the Company and Xxxxxx X. Xxxxxxx, General Xxxxxxx xxx Xxxxetary to Counsel of the Company, or other counsel satisfactory to the Agents, Agents dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment amendment, or the date of such purchasesale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 4(aSections 5(a)(1), 5(a)(2), 5(a)(3) and 5(a)(4) 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 opinionsopinion; or, in lieu of such opinionsopinion, such counsel, or counsel last furnishing such opinions opinion 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 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).

Subsequent Delivery of Legal Opinions. Each time that there is filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (ii) on the date of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d) hereof, and (iii) at the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates or maturity dates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than Notes) or there is filed with the Notes or, except as hereinbefore described, an amendment or supplement resulting from the filing of SEC any document incorporated by reference thereininto the Prospectus (other than any Current Report on Form 8-K or Quarterly Report on Form 10-Q, unless the Agents shall otherwise specify), or (if required pursuant to the 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 such Agent and to counsel to the Agents the written opinions opinion of ClearyXxxxxxxx, GottliebXxxxxxxxx, Steen Xxxxxx & HamiltonXxxxxx, counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to the Company, or other counsel satisfactory to the Agentssuch Agent, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment amendment, or the date of such purchasesale, as the case may be, in form and substance satisfactory to the Agentssuch Agent, of the same tenor as the opinions opinion referred to in Section 4(a5(c) 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 opinionsopinion; or, in lieu of such opinionsopinion, such counsel, or counsel last furnishing such opinions opinion to the Agents, Agents shall furnish the Agents such Agent with a letter substantially to the effect that the Agents such 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).

Subsequent Delivery of Legal Opinions. Each time that there is filed with (i) the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the ProspectusS-1 Registration Statement, (ii) on the date of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d) hereof, and (iii) at the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or the S-3 Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates or maturity dates determination of the variable terms of the Notes or similar changes or solely for the inclusion of additional financial information, and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company or supplement which relates exclusively to an offering of securities other than the Notes orTrust under the 1934 Act or the 1934 Act Regulations, except as hereinbefore describedany SEC Periodic Report), an amendment or supplement resulting (ii) (if required in connection with the purchase of Notes from the filing of any document incorporated Trust by reference therein)one or more Agents as principal) the Trust sells Notes to one or more Agents as principal or (iii) the Trust sells Notes in a form not previously certified to the Agents by the Trust, the Trust agrees to cause the Company shall to furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions opinion of ClearyLeBoeuf, GottliebLamb, Steen Xxxxxx & HamiltonXxxXxx, L.L.P., counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to the Company, or other counsel satisfactory to the AgentsAgent, dated the date of filing with the SEC of such supplement Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such purchasesale, as the case may be, in form and substance satisfactory to the AgentsAgent, of the same tenor as the opinions opinion referred to in Section 4(a5(b)(iv) hereof, but modified, as necessary, to relate to the S-1 Registration Statement, S-3 Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions; opinion or, in lieu of such opinionsopinion, such counsel, or counsel last furnishing such opinions opinion to the Agents, Agents shall furnish the such 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 such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the S-1 Registration Statement, S-3 Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that any delivery of opinions as required by this Section 7(c) due to the filing of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for the series of Notes issued immediately after such SEC Periodic Report. As of each -, the Trust agrees to furnish or cause to be furnished forthwith to the Agents the written opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to the Agents, or such other counsel reasonably satisfactory to the Agents, dated as of the date of the filing of such Form 10-K with the Commission, of the same tenor as the opinion referred to in Section 5(b)(ii) hereof, but modified, as necessary, to relate to the S-1 Registration Statement, S-3 Registration Statement and Prospectus as amended and supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that there is filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (iii) on the date of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d) hereof, and (iii) at the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement Supplement providing solely for a change in the interest rates or maturity dates of the Notes or similar changes or solely for the inclusion of additional financial information), an amendment or supplement which relates exclusively to an offering of securities other than (ii) there is filed with the Notes or, except as hereinbefore described, an amendment or supplement resulting from the filing of Commission any document incorporated by reference thereininto the Prospectus (other than any Current Report on Form 8-K, unless you shall otherwise specify), (iii) a Related Closing Date occurs, the Company shall furnish or cause to be furnished forthwith to the Agents you and to counsel to the Agents you the written opinions opinion of ClearyGoodxxx, Gottlieb, Steen Xxocter & HamiltonHoar XXX, counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to the Company, or other counsel reasonably satisfactory to the Agentsyou, dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment amendment, or the date of such purchasesale, as the case may be, in form and substance satisfactory to the Agentsyou, of the same tenor as the opinions opinion referred to in Section 4(a5(a) 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 opinions; opinion or, in lieu of such opinionsopinion, such counsel, or counsel last furnishing such opinions opinion to the Agents, you shall furnish the Agents you with a letter substantially to the effect that the Agents you 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); PROVIDED, HOWEVER, that counsel need not render the opinion required under Section 5(a)(vii) upon the filing of any Quarterly Report on Form 10-Q which does not include information relating to such tax matters, unless you shall otherwise specify.

Subsequent Delivery of Legal Opinions. Each time that there is filed with Subject to the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (ii) on the date provisions ------------------------------------- of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d4(l) hereof, and (iii) at the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of or a change in the interest rates rates, maturity or maturity dates price of the Notes or similar changes or solely for the inclusion of additional financial information, information 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 or, except as hereinbefore described, an amendment Notes) or supplement resulting from there is filed with the filing of Commission any document incorporated by reference therein)into the Prospectus (other than any Quarterly Report on Form 10-Q or any Current Report on Form 8-K, unless such Agent shall otherwise reasonably request) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to such Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents such Agent and to counsel to the Agents the a written opinions opinion of Cleary, Gottlieb, Steen O'Melveny & Hamilton, counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to the Company, Xxxxx or other counsel satisfactory to the Agents, such Agent dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment amendment, or the date of such purchasesale, as the case may be, in form and substance satisfactory to the Agentssuch Agent, of the same tenor as the opinions referred to in Section 4(aSections 5(a)(1) and (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 opinions; or, in lieu of such opinions, such counsel, or counsel last furnishing such opinions opinion to the Agents, such Agent shall furnish the Agents such Agent with a letter substantially to the effect that the Agents such 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).

Subsequent Delivery of Legal Opinions. Each time that there is filed Except as otherwise provided in Section 3(l) hereof, each time: (i) the Company accepts a Terms Agreement requiring such updating provisions, or as otherwise may be requested by the Representative; (ii) the Company files with the SEC any Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (ii) on the date of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d) hereof, and ; or (iii) at if required by the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or Representative after the Registration Statement Statement, any General Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates or rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, an amendment or supplement which relates exclusively to an offering of securities other than the Notes or, except as hereinbefore described, an amendment or supplement resulting from the filing of any document incorporated by reference thereinNotes), the Company shall furnish or cause to be furnished forthwith to the Agents Agent and to counsel to the Agents Representative the written opinions of Cleary, Gottlieb, Steen & HamiltonSxxxxx Xxxxxx LLP, counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to dated the Companydate specified in the applicable Terms Agreement, or other counsel satisfactory to the Agentsdate requested by the Representative, or dated the date of filing with the SEC Commission of such supplement or document or the date of effectiveness of such amendment or the date of such purchaseamendment, as the case may be, in form and substance satisfactory to the AgentsRepresentative, of the same tenor as the opinions opinion referred to in Section 4(a5(c) hereof, but modified, as necessary, to relate to to, as applicable, the Registration Statement Statement, the applicable General Disclosure Package and the Prospectus as amended and or supplemented to the time of delivery of such opinionsopinion; or, in lieu of such opinionsopinion, such counsel, or counsel last furnishing such opinions opinion to the Agents, Agent shall furnish the Agents Agent with a letter substantially to the effect that the Agents 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 Statement, the applicable General Disclosure Package (including, if applicable, any Permitted Free Writing Prospectuses) and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing relianceor supplemented).

Subsequent Delivery of Legal Opinions. Each time that there is filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (iii) on the date of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d) hereof, and (iii) at the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates or maturity dates determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion of additional financial information, an amendment or supplement which relates exclusively to an offering of securities other than the Notes orNotes), except as hereinbefore described, an amendment or supplement resulting from (ii) there is filed with the filing of Commission any document incorporated by reference thereininto the Prospectus (other than a Current Report on Form 8-K, unless the Agents shall otherwise specify), (iii) (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents as principal or (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 Agents Agent(s) and to counsel to the Agents the written opinions of ClearyWallxx Xxxxxxx, GottliebXxown & Wood and McCuxxxxxx & Xherxxxx, Steen & Hamilton, counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary xxunsel to the Company, or other counsel satisfactory to the AgentsAgent(s), dated the date of filing with the SEC of such supplement Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such purchasesale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinions opinion referred to in Section 4(a5(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 opinions; opinion or, in lieu of such opinionsopinion, such counsel, or counsel last furnishing such opinions opinion to the Agents, 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 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).

Subsequent Delivery of Legal Opinions. Each time that there is filed with Subject to the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (ii) on the date provisions of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d4(k) hereof, and (iii) at the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or maturity dates price of the Notes or similar changes terms or solely for the inclusion of additional financial information, 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 or, except as hereinbefore described, an amendment Notes) or supplement resulting from there is filed with the filing of Commission any document incorporated by reference therein)into the Prospectus (other than any Current Report on Form 8-K) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement, if requested by the Agents or counsel to the Agents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the a written opinions opinion of Cleary, Gottlieb, Steen & Hamilton, counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to the Company, SAB&W or other counsel selected by the Company and reasonably satisfactory to the Agents, Agents dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment amendment, or the date of such purchasesale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions opinion referred to in Section 4(a5(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 opinionsopinion; or, in lieu of such opinionsopinion, such counsel, or counsel last furnishing such opinions opinion 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 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); provided, however, that if the Company shall determine that it does not intend to be in the market for up to three months after the date of filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Agents received by the Company with respect to such amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Legal Opinions. Each time that there is filed Except as otherwise provided in Section 3(l) hereof, each time: (i) the Company accepts a Terms Agreement requiring such updating provisions, or as otherwise may be requested by the Representative; (ii) the Company files with the SEC any Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (ii) on the date of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d) hereof, and ; or (iii) at if required by the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or Representative after the Registration Statement Statement, any General Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates or rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, an amendment or supplement which relates exclusively to an offering of securities other than the Notes or, except as hereinbefore described, an amendment or supplement resulting from the filing of any document incorporated by reference thereinNotes), the Company shall furnish or cause to be furnished forthwith to the Agents Agent and to counsel to the Agents Representative the written opinions of Cleary, Gottlieb, Steen & HamiltonSidley Austin LLP, counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to dated the Companydate specified in the applicable Terms Agreement, or other counsel satisfactory to the Agentsdate requested by the Representative, or dated the date of filing with the SEC Commission of such supplement or document or the date of effectiveness of such amendment or the date of such purchaseamendment, as the case may be, in form and substance satisfactory to the AgentsRepresentative, of the same tenor as the opinions opinion referred to in Section 4(a5(c) hereof, but modified, as necessary, to relate to to, as applicable, the Registration Statement Statement, the applicable General Disclosure Package and the Prospectus as amended and or supplemented to the time of delivery of such opinionsopinion; or, in lieu of such opinionsopinion, such counsel, or counsel last furnishing such opinions opinion to the Agents, Agent shall furnish the Agents Agent with a letter substantially to the effect that the Agents 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 Statement, the applicable General Disclosure Package (including, if applicable, any Permitted Free Writing Prospectuses) and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing relianceor supplemented).

Subsequent Delivery of Legal Opinions. Each time that there is filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (ii) on the date of each Terms Agreement for a purchase of Notes by an Agent as principal pursuant to Section 1(d) hereof, and (iii) at the reasonable written request of the Agents in the case of each such filing, amendment or supplement, each time that there is filed with the SEC any report on Form 8-K, or the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates or maturity dates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes or, except as hereinbefore described, an amendment Notes) or supplement resulting from there is filed with the filing of SEC any document incorporated by reference thereininto the Prospectus (other than any Current Report on Form 8-K or Quarterly Report on Form 10-Q, unless the Agent shall otherwise specify), or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to the Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents Agent and to counsel to the Agents the Agent a written opinions opinion of ClearyXxxx X. Xxxxxxxxx, GottliebXx., Steen & HamiltonEsq., counsel to the Company, Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to the Company, or other counsel satisfactory to the AgentsAgent, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment amendment, or the date of such purchasesale, as the case may be, in form and substance satisfactory to the AgentsAgent, of the same tenor as the opinions opinion referred to in Section 4(a5(c) 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 opinionsopinion; or, in lieu of such opinionsopinion, such counsel, or counsel last furnishing such opinions opinion to the Agents, Agent shall furnish the Agents Agent with a letter substantially to the effect that the Agents 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).