Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company or the Guarantor to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the 52 terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Xxxxxxxx & Xxxxxxxx, counsel to the Guarantor, Xxxxx & Xxxxxxx / Xxxxx & XxXxxxxx, counsel to the Company, and either the General Counsel for the Guarantor or Xxxxxxx X. Xxxxxxx, Associate General Counsel for the Guarantor, or other counsel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, 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 opinions referred to in Section 5(a)(1), Section 5(a)(5), and Section 5(a)(2) respectively, 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, counsel last furnishing such opinions to the Agents shall each 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); PROVIDED, HOWEVER, that in the event that the sale of Indexed Notes shall be authorized by the Company and the Guarantor, Shearman & Sterling, counsel for the Guarantor, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company or the Guarantor and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company, the Guarantor and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Guarantor in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company and the Guarantor, promptly upon such determination. The Guarantor will thereupon deliver to the Agents an opinion of the General Counsel for the Guarantor as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for a change in the interest rates, interest payment dates or maturity dates rates of the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion and analysis)information, (iii) and, unless the Agents shall otherwise specify, other than by an amendment made or supplement which relates exclusively to an offering of securities other than Notes) or there is filed with the SEC any document incorporated by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company or the Guarantor to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Quarterly Report on Form 10-K and such Annual Report is incorporated by reference into Q, unless the Prospectus Agents shall otherwise specify), or (3) (if required pursuant to the 52 terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Agents such Agent and to counsel to the Agents the written opinions opinion of Xxxxxxxx & Xxxxxxxx, counsel to the GuarantorXxxxxxxxx, Xxxxx Xxxxxx & Xxxxxxx / Xxxxx & XxXxxxxxXxxxxx, counsel to the Company, and either the General Counsel for the Guarantor or Xxxxxxx X. Xxxxxxx, Associate General Counsel for the Guarantor, or other counsel satisfactory to the Agentssuch Agent, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement 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 Agentssuch Agent, of the same tenor as the opinions opinion referred to in Section 5(a)(1), Section 5(a)(5), and Section 5(a)(25(c) respectively, 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, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents such Agent with a letter 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); PROVIDED, HOWEVER, that in the event that the sale of Indexed Notes shall be authorized by the Company and the Guarantor, Shearman & Sterling, counsel for the Guarantor, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company or the Guarantor and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company, the Guarantor and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Guarantor in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company and the Guarantor, promptly upon such determination. The Guarantor will thereupon deliver to the Agents an opinion of the General Counsel for the Guarantor as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or 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, (1ii) 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 (i) by an amendment or supplement relating providing solely to for a change in the interest rates, interest payment dates rates or maturity dates of the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion and analysis)information, (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required relates exclusively to be made available by an offering of securities other than the Company Notes or, except as hereinbefore described, an amendment or supplement resulting from the Guarantor to filing of any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is document incorporated by reference into the Prospectus or (3) (if required pursuant to the 52 terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreementtherein), the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Xxxxxxxx Cleary, Gottlieb, Steen & Xxxxxxxx, counsel to the Guarantor, Xxxxx & Xxxxxxx / Xxxxx & XxXxxxxxHamilton, counsel to the Company, and either Philip S. Xxxxxy, Xxxxxxxxe Vice President, General Xxxxxxx xxx Xxxxetary to the General Counsel for the Guarantor or Xxxxxxx X. Xxxxxxx, Associate General Counsel for the GuarantorCompany, or other counsel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment or the date of such salepurchase, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 5(a)(1), Section 5(a)(5), and Section 5(a)(24(a) respectively, 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 opinions; or, in lieu of such opinions, such counsel, or counsel last furnishing such opinions to the Agents Agents, shall each 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 in the event that the sale of Indexed Notes shall be authorized by the Company and the Guarantor, Shearman & Sterling, counsel for the Guarantor, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company or the Guarantor and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company, the Guarantor and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Guarantor in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company and the Guarantor, promptly upon such determination. The Guarantor will thereupon deliver to the Agents an opinion of the General Counsel for the Guarantor as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than (i) by filing with the Commission of an exhibit to the Registration Statement or Final Prospectus that does not relate to the Notes, a prospectus supplement not relating to the Notes or an amendment or supplement relating a Pricing Supplement that provides solely to for a change in the interest rates, interest payment dates redemption provisions, amortization schedule or maturity dates maturities of the Notes or similar information, (ii) a change in the principal amount of the Notes remaining to be sold or solely for the inclusion of additional financial information (including or other information contemplated by the Final Prospectus to be filed in a Pricing Supplement related to the Notes or similar changes, or any management's discussion and analysisother change that the Lead Agent reasonably deems immaterial), or (iii) by an amendment made unless waived by the filing of a Quarterly Report on Form 10-Q and Lead Agent) there is filed with the Commission any document incorporated by reference into the Final Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company or the Guarantor to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Quarterly Report on Form 10-K and such Annual Report is incorporated by reference into Q, unless the Prospectus Lead Agent shall otherwise specify), or (3) (if required pursuant unless waived by the Lead Agent with respect to the 52 terms of a particular Terms Agreement) the Company sells Notes to an the Lead Agent pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions Lead Agent, on behalf of Xxxxxxxx & Xxxxxxxx, counsel to the Guarantor, Xxxxx & Xxxxxxx / Xxxxx & XxXxxxxx, counsel to the Company, and either the General Counsel for the Guarantor or Xxxxxxx X. Xxxxxxx, Associate General Counsel for the Guarantor, or other counsel satisfactory to the Agents, dated and to Agent Counsel a letter from counsel last furnishing the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, 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 opinions opinion referred to in Section 5(a)(1), Section 5(a)(5), and Section 5(a)(25(b)(2) respectively, 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, counsel last furnishing such opinions to the Agents shall each furnish the Agents with a letter hereof to the effect that the Agents Lead Agent, on behalf of 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 Final Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED) or, HOWEVERin lieu of such letter, that in the event that the sale of Indexed Notes shall be authorized by the Company and the GuarantorCadwalader, Shearman Wickersham & Sterling, counsel for the Guarantor, and Brown & Wood Taft LLP, counsel for to the AgentsCompany, or other counsel satisfactory to the Company or the Guarantor and the Agentssatixxxxxxxx xo txx Xead Agent, shall deliver their written opinionsfurnish an opinion, dated the date of such sale, confirming the exclusion or exemption delivery of such Indexed Notes from opinion and in form satisfactory to the Commodity Exchange Act and covering such other matters Lead Agent, of the same tenor as the Company, the Guarantor and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Guarantor in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered referred to the Agents in conjunction therewith, such Agent or Agents shall notify the Company and the Guarantor, promptly upon such determination. The Guarantor will thereupon deliver to the Agents an opinion of the General Counsel for the Guarantor as to matters set forth in Section 5(a)(25(b)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus as amended or and supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(1) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for the establishment of the terms of Notes or a change in the interest rates, interest payment dates maturity or maturity dates price of the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion information, and analysis), (iii) other than by an amendment made or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes) or there is filed with the Commission any document incorporated by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company or the Guarantor to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Quarterly Report on Form 10-K and Q, unless the Agents shall reasonably request based on disclosure included or omitted from such Annual Report is incorporated by reference into the Prospectus Report) or (3) (if required pursuant to the 52 terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of each of the written opinions of Xxxxxxxx & Xxxxxxxx, counsel to the Guarantor, Xxxxx & Xxxxxxx / Xxxxx & XxXxxxxx, counsel to the Company, designated in Section 5(a)(1) and either the General Counsel for the Guarantor or Xxxxxxx X. Xxxxxxx, Associate General Counsel for the Guarantor(2), or other counsel satisfactory to the AgentsAgents dated the date of filing with the Commission of such supplement or document, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions referred to in Section Sections 5(a)(1), Section 5(a)(5), ) and Section 5(a)(2(2) respectively, 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 opinions; or, in lieu of such opinions, counsel last furnishing such opinions opinion to the Agents shall each 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 in the event that the sale of Indexed Notes shall be authorized by the Company and the Guarantor, Shearman & Sterling, counsel for the Guarantor, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company or the Guarantor and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company, the Guarantor and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Guarantor in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company and the Guarantor, promptly upon such determination. The Guarantor will thereupon deliver to the Agents an opinion of the General Counsel for the Guarantor as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1i) the S-1 Registration Statement, S-3 Registration Statement or the Prospectus shall be amended or supplemented (other than by (iA) by an amendment or supplement relating providing solely to for the interest rates, interest payment dates or maturity dates determination of the variable terms of the Notes or similar information, and (iiB) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing deemed to have occurred as a result of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available periodic filing by the Company or the Guarantor to Trust under the 1934 Act or the 1934 Act Regulations, except any Agent pursuant to Section 4(bSEC Periodic Report)) or , (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3ii) (if required pursuant to in connection with the 52 terms purchase of a Terms AgreementNotes from the Trust by one or more Agents as principal) the Company Trust sells Notes to an Agent pursuant one or more Agents as principal or (iii) the Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Trust, the Trust agrees to cause the Company and the Guarantor shall to furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions opinion of Xxxxxxxx LeBoeuf, Lamb, Xxxxxx & XxxxxxxxXxxXxx, counsel to the Guarantor, Xxxxx & Xxxxxxx / Xxxxx & XxXxxxxxL.L.P., counsel to the Company, and either the General Counsel for the Guarantor or Xxxxxxx X. Xxxxxxx, Associate General Counsel for the Guarantor, or other counsel satisfactory to the AgentsAgent, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, the date of filing with the SEC of such supplement or documentas applicable, or the date of such sale, 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 5(a)(1), Section 5(a)(5), and Section 5(a)(25(b)(iv) respectively, 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, counsel last furnishing such opinions opinion to the Agents shall each 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 in any delivery of opinions as required by this Section 7(c) due to the event that filing of an SEC Periodic Report shall only be required to be delivered prior to the sale of Indexed Notes shall be authorized by the Company and the Guarantor, Shearman & Sterling, counsel pricing date for the Guarantorseries of Notes issued immediately after such SEC Periodic Report. As of each -, and Brown the Trust agrees to furnish or cause to be furnished forthwith to the Agents the written opinion of Sidley Xxxxxx Xxxxx & Wood Xxxx LLP, counsel for to the Agents, or such other counsel reasonably satisfactory to the Company or the Guarantor and the Agents, shall deliver their written opinions, dated as of the date of such sale, confirming the exclusion or exemption filing of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company, the Guarantor and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Guarantor in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to with the Agents in conjunction therewithCommission, such Agent or Agents shall notify the Company and the Guarantor, promptly upon such determination. The Guarantor will thereupon deliver to the Agents an opinion of the General Counsel for same tenor as the Guarantor as opinion referred to matters set forth in Section 5(a)(25(b)(ii) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)hereof, but modified, as necessary, to relate to the S-1 Registration Statement, S-3 Registration Statement and Prospectus as amended or and supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for the establishment of or a change in the interest rates, interest payment dates maturity or maturity dates price of the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion and analysisinformation, 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), (iiiii) there is filed with the Commission any document incorporated by an amendment made by reference into the filing of a Quarterly Report on Form 10-Q and 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), (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company or the Guarantor to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3iii) (if required pursuant to in connection with the 52 terms purchase of a Terms AgreementNotes by an Agent as principal) the Company sells Notes to an Agent pursuant as principal or (iv) if the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Xxxxxxxx Xxxxxx & XxxxxxxxXxxxxxx, counsel to the Guarantor, Xxxxx & Xxxxxxx / Xxxxx & XxXxxxxx, counsel to for the Company, and either the General Counsel Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, Maryland counsel for the Guarantor or Xxxxxxx Company and Xxxxxx X. Xxxxxxx, Associate General Counsel for of the GuarantorCompany, or other counsel satisfactory to the AgentsAgents dated the date of filing with the Commission of such supplement or document, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, 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 opinions referred to in Section Sections 5(a)(1), Section 5(a)(55(a)(2), 5(a)(3) and Section 5(a)(25(a)(4) respectively, 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, counsel last furnishing such opinions opinion to the Agents shall each 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); PROVIDED, HOWEVER, that in the event that the sale of Indexed Notes shall be authorized by the Company and the Guarantor, Shearman & Sterling, counsel for the Guarantor, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company or the Guarantor and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company, the Guarantor and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Guarantor in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company and the Guarantor, promptly upon such determination. The Guarantor will thereupon deliver to the Agents an opinion of the General Counsel for the Guarantor as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1i) there is filed with the SEC any Annual Report on Form 10-K, (ii) if required by the Agents, there is filed any Quarterly Report on Form 10-Q, or (iii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to the for interest rates, interest payment maturity dates or maturity dates other terms of the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by or an amendment or supplement which is not required to be made available by the Company or the Guarantor to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the 52 terms of a Terms Agreement) the Company sells Notes relates exclusively to an Agent pursuant to a Terms Agreementoffering of securities other than the Notes), the Company and the Guarantor Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Xxxxxxxx Smith Helms Mulliss & XxxxxxxxXxxxe, counsel to X.X.P., counsex xx the Guarantor, Xxxxx & Xxxxxxx / Xxxxx & XxXxxxxx, counsel to the CompanyCorporation, and either Paul J. Polking, Genexxx Xxxxxxx xx the General Counsel for the Guarantor or Xxxxxxx X. Xxxxxxx, Associate General Counsel for the GuarantorCorporation, or other counsel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such saleamendment, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 5(a)(1), Section 5(a)(5), and Section 5(a)(24(a)(1) respectively, 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 opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each 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 in the event that the sale of Indexed Notes shall be authorized by the Company and the Guarantor, Shearman & Sterling, counsel for the Guarantor, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company or the Guarantor and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company, the Guarantor and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Guarantor in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company and the Guarantor, promptly upon such determination. The Guarantor will thereupon deliver to the Agents an opinion of the General Counsel for the Guarantor as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.