Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Each time that (i) 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 of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated 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 Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each During each Marketing Period, each time that (i) that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the NotesNotes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) there is filed the Company files with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual which contains financial information that has been announced required to be set forth in or incorporated by reference into the general public or, unless Prospectus pursuant to Item 11 of Form S-3 under the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q)Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (if required pursuant to other than as specified in the terms of a Terms Agreementpreceding clause (ii)) or (iv) the Company sells Notes to one or more Agents an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for salesuch Purchase Agreement, the Company shall shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish or cause the Agents and their counsel with the written opinions of counsel to be furnished forthwith the Company specified in Sections 5(d) and 5(e), each addressed to the Agents and to counsel to dated the Agents a written opinion date of counsel reasonably delivery of such opinion, in form satisfactory to the Agents, dated 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 Agents, of the same tenor effect as the opinions referred to in Sections 5(a)(15(d) and (25(e) hereof, but modified, as necessary, to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; provided, however, that in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall may furnish the Agents with a letter letters to the effect that the Agents may rely on such last opinion prior opinions to the same extent as though it was they were dated the date of such letter letters authorizing reliance (except that statements in such last opinion prior opinions shall be deemed to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such letter letters authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each During each Marketing Period, each time that (i) that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes, or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) there is filed the Company files with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual which contains financial information that has been announced required to be set forth in or incorporated by reference into the general public or, unless Prospectus pursuant to Item 11 of Form S-3 under the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q)Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (if required pursuant to other than as specified in the terms of a Terms Agreementpreceding clause (ii)) or (iv) the Company sells Notes to one or more Agents an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for salesuch Purchase Agreement, the Company shall shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish or cause the Agents and their counsel with the written opinion of counsel to be furnished forthwith the Company specified in Section 5(c), addressed to the Agents and to counsel to dated the Agents a written opinion date of counsel reasonably delivery of such opinion, in form satisfactory to the Agents, dated to 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, same effect as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(c) hereof, but modified, as necessary, to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; provided, however, that in lieu of any such opinion, 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 a prior opinion to the same extent as though it was such prior opinion were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of ------------------------------------- Section 4(l) hereof, each time that (i) 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 price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, information and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement Quarterly Report on Form 10-Q or any Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents such Agent shall otherwise reasonably request, any other Current Report on Form 8-K ) or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents such Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents such Agent and to counsel to the Agents a written opinion of O'Melveny & Xxxxx L.L.P. or other counsel reasonably 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, 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 referred to in Sections 5(a)(1) and (2a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by information or an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion opinions of Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., counsel reasonably to the Corporation, and Xxxx X. Xxxxxxx, General Counsel to the Corporation, or other counsel satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, document or 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 opinions referred to in Sections 5(a)(1) and (2Section 4(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) during an ongoing offering of Notes in which the Agents are soliciting offers to purchase Notes on an agency basis, the Registration Statement or the Prospectus shall be is amended or supplemented (other than by an amendment or supplement providing solely for excluding a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the NotesPricing Supplement), (ii) there is filed with including through the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance filing of debt securities other than the Notes or to quarterly or an annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report report on Form 10-Q)K or interim report on Form 10-Q or, if such delivery is requested by an Agent, any other document under the Exchange Act; (iii) (if required pursuant to the terms of a Terms Agreementii) the Company sells Notes to one or more Agents pursuant to a Terms Agreement an Agent as principal or (iviii) the Company shall approve issues and sells Notes in a form of Indexed Note for salenot previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith promptly to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such saleapplicable Agent, as the case may be, in form and substance satisfactory the written opinion of corporation counsel of the Company reasonably acceptable to the Agents, or other counsel reasonably acceptable to the Agents. In the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement, if called for by the applicable Terms Agreement, the Agent may request an opinion of counsel to the Agents. In each case, the foregoing opinions shall be dated the date of delivery of such opinions, in form and scope satisfactory to the Agents or the applicable Agent, as the case may be, of the same tenor scope as the opinions referred to in Sections 5(a)(15(a) and (2b), as applicable, hereof (except that, in the case of any interim report filed on Form 10-Q or other document or annual report on Form 10-K filed under the Exchange Act, such opinions need not be rendered as to the good standing of the entities referred to in Section 5(a)(ii) hereof or as to the matters referred to in Section 5(a)(viii) hereof), but modified, as necessary, to relate to the Registration Statement and the Prospectus Prospectus, each as amended and supplemented to at the time of delivery of such opinion opinions, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clauses (ii) or (iii) or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall furnish to the Agents with or the applicable Agent, as the case may be, a letter to the effect that the Agents or the applicable Agent, as the case may be, 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 at the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel and to the Company shall also confirm Disclosure Package at the exclusion or exemption Applicable Time relating thereto in respect of such Indexed Note from the Commodity Exchange Act any Notes issued and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents sold pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement foregoing clauses (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 daysii) or (iii), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents).

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be is amended or supplemented (other than by an amendment or supplement providing solely for excluding a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the NotesPricing Supplement), (ii) there is filed with including through the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance filing of debt securities other than the Notes or to quarterly or an annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report report on Form 10-Q)K or interim report on Form 10-Q or, if such delivery is requested by an Agent, any other document under the Exchange Act, (iii) (if required pursuant to the terms of a Terms Agreementii) the Company sells Notes to one or more Agents pursuant an Agent as principal and in connection therewith such delivery has been agreed to a Terms Agreement by the Company and such Agent, or (iviii) the Company shall approve issues and sells Notes in a form of Indexed Note for salenot previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith promptly to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such saleapplicable Agent, as the case may be, the written opinion of corporation counsel of the Company reasonably acceptable to the Agents, or other counsel reasonably acceptable to the Agents. In the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement, if called for by the applicable Terms Agreement, the Agent may request an opinion of counsel to the Agents. In each case, the foregoing opinions shall be dated the date of delivery of such opinions, in form and substance scope satisfactory to the AgentsAgents or the applicable Agent, as the case may be, of the same tenor as the opinions referred to in Sections 5(a)(15(a) and (2b), as applicable, hereof (except that, in the case of any interim report filed on Form 10-Q or other document or annual report on Form 10-K filed under the Exchange Act, such opinions need not be rendered as to the good standing of the entities referred to in Sections 5(a)(ii) and (iii) hereof or as to the matters referred to in Section 5(a)(ix) and (x) hereof), but modified, as necessary, to relate to the Registration Statement and the Prospectus Prospectus, each as amended and supplemented to at the time of delivery of such opinion opinions, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clauses (ii) or (iii) or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall furnish to the Agents with or the applicable Agent, as the case may be, a letter to the effect that the Agents or the applicable Agent, as the case may be, 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 at the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel and to the Company shall also confirm Disclosure Package at the exclusion or exemption Applicable Time relating thereto in respect of such Indexed Note from the Commodity Exchange Act any Notes issued and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents sold pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement foregoing clauses (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 daysii) or (iii), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents).

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or similar changes in other terms of the Notes or solely (ii) an amendment or supplement providing primarily for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by or (iii) an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Annual Report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iiiQ relating primarily to financial statements or other financial information as of and for any fiscal quarter) (if required pursuant to the terms of a Terms Agreement) or the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) Agreement, the Company shall approve a form terms of Indexed Note for salewhich so require, the Company shall use its best efforts to furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of promptly following such amendment, supplement or filing or on the date of Settlement Date with respect to such saleTerms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form and substance satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a)(15(a) and 5(b) (2other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion oropinion; PROVIDED, HOWEVER, that (i) in lieu the case of any such opinionamendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering such opinion shall expand the opinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing such the opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory 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 Agents, dated the date of delivery of such letter authorizing reliance (except that statements and in such last form satisfactory to counsel for the Agents, of the same tenor as the opinion shall be deemed referred to in Section 5(b)(i) 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 letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsletter.

Subsequent Delivery of Legal Opinions. Each The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of the terms of Notes or a change in the interest rates rates, maturity or price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iiiunless the Agents shall reasonably request based on disclosure included or omitted from such Report) 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 or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of each of the counsel reasonably designated in Section 5(a)(1) and (2), 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, 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 Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Statutory Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes or Securities, providing solely for the inclusion of additional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively relating solely to an the issuance and/or offering of debt securities other than the NotesSecurities), (ii) there is filed with the SEC Commission any document incorporated by reference into the Registration Statement, General Disclosure Package or the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orSecurities, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementSecurities from the Company by one or more Agents as principal) the Company sells Notes Securities to one such Agent or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve sells Securities in a form of Indexed Note for salenot previously certified to the Agents by the Company, the Company and the Operating Partnership shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel reasonably to the Company, or other counsel satisfactory to the Agents, dated the date of filing with the SEC Commission 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 Agents, of the same tenor as the opinions opinion referred to in Sections 5(a)(1Section 5(a)(i) hereof (and including the statement required by Section 5(a)(iv)), but modified to state that (x) the Registration Statement has become effective under the 1933 Act; any required filing of the preliminary prospectus or the Statutory Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); any required filing of any Issuer Free-Writing Prospectus pursuant to Rule 433(b) has been made in the manner and within the time period required by Rule 433(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement, or notice objecting to its use, has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement, the preliminary prospectus, the Statutory Prospectus and any such Issuer Free Writing Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as an exhibit thereto, as to which such counsel need express no opinion), as of their respective effective or issue dates, as the case may be, complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the 1939 Act Regulations of the Commission thereunder and (y) no facts have come to such counsel’s attention that have caused it to believe that (A) the Registration Statement, at the later of the time of the filing of the Annual Report on Form 10-K or as of the “new effective date” with respect to the Agents and the Securities pursuant to, and within the meaning of, Rule 430B(f)(2) under the 1933 Act, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) (1) the General Disclosure Package, as of the Applicable Time specified in the applicable Terms Agreement and (2) hereof, but modifiedthe Prospectus, as necessaryof its date and as of the Closing Date, included or includes, as the case may be, any untrue statement of material fact or omitted or omits, as the case may be, to relate state a material fact necessary to make the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any 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); PROVIDED, HOWEVER, thattherein, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases light of the Notes in their capacity as agents pursuant to a request from the Companycircumstances under which they were made, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsmisleading.

Subsequent Delivery of Legal Opinions. Each The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (i1) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of the terms of Notes or a change in the interest rates rates, maturity or price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii2) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report request based on Form 8-K disclosure included or any Quarterly Report on Form 10-Q), omitted from such Report) or (iii3) (if required pursuant to the terms of a Terms Agreement) , upon the Company sells Company’s sale of Notes to one or more Agents pursuant to a such Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of each of the counsel reasonably designated in Section 5(a)(1) and (2), or other counsel satisfactory to the Agents, dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date Settlement Date of such sale, except that such counsel shall give the negative assurance in Section 5(a)(4) as of the applicable date specified in Section 5(a)(4), as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions referred to in Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each The Company agrees that during each Marketing Period, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in Pricing Supplement), each time the interest rates of the Company sells Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering Agent as principal and the applicable Purchase Agreement specifies the delivery of debt securities other than legal opinions under this Section 6(c) as a condition to the Notes), (ii) there is filed purchase of Notes pursuant to such Purchase Agreement and each time the Company files with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents an agent shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall (i) concurrently with such amendment, supplement and Time of Delivery relating to such sale or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish or cause the Agents and their counsel with the written opinions of counsel to be furnished forthwith the Company, addressed to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC delivery of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(15(e), 5(f) and (25(g) hereof, respectively, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; PROVIDED, HOWEVER, that in lieu of any such opinionopinions, such counsel last furnishing such opinion to the Agents shall may furnish the Agents and their counsel with a letter to the effect that the Agents may rely on any prior opinion of such last opinion counsel to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last 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 letters authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(k) hereof, each time that (i) 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 price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes 8‑K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of 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, 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 opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases 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 Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to under the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K Registration Statement or any Quarterly Report on Form 10-Q, unless the Agents shall otherwise specify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by an Agent as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement an Agent as principal or (iv) if the Company shall approve issues and sells Notes in a form of Indexed Note for salenot 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 a the written opinion opinions of Xxxxxx & Xxxxxxx, counsel reasonably for the Company, and Xxxxxx X. Xxxxxxx, General 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, 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 Sections 5(a)(1) and (25(a)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented supplemented, or a document shall be filed under the Exchange Act which is incorporated by reference in the Registration Statement or Prospectus (other than by an amendment except (i) supplements or supplement providing amendments relating solely for to the sale of the Notes, (ii) supplements or amendments relating solely to a change in the interest rates or maturities of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or changes, (iii) Forms 8-K that are filed solely for the inclusion purpose of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively filing exhibits pursuant to an offering Item 601 of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8Regulation S-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, and (iv) any other Current Report on Form 8-K or any Quarterly Report on Form 10-QQ unless the Agent shall otherwise specify), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to Counsel for the AgentsCompany, dated 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, delivery thereof and in form and substance reasonably satisfactory to Counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1paragraphs (vi) and (2xi) hereofof Section 6(f) and the paragraph next succeeding paragraph (xii) of Section 6(f), but modified, as necessary, modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery date of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion Counsel for the Company may furnish 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 were 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(k) hereof, each time that (i) 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 price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of 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, 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 opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases 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 Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve sells Notes in a form of Indexed Note for salenot 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 a (1) the written opinion of Hutcxxxx, Xxeexxx & Xittxxx, X Professional Corporation, counsel reasonably to the Company, or other counsel satisfactory to the AgentsAgent(s), and (2) the written opinion of Robexx X. Xxxxxx, Xxecutive Vice President, Secretary and General Counsel for the Company, each dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment 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 opinions referred to in Sections 5(a)(15(b) and (25(c) hereof, respectively, 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 opinions or, in lieu of any 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 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 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 reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes)Notes or, (ii) there is filed with except as hereinbefore described, an amendment or supplement resulting from the SEC filing of any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qtherein), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion opinions of Smith Helms Mulliss & Mxxxx, X.X.X., counsel reasonably xx xxe Corporation, and Paul J. Polking, Generax Xxxxxxx xx xxe Corporation, or other counsel satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, document or 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 opinions referred to in Sections 5(a)(1) and (2Section 4(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

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 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 changes, or solely (y) setting forth financial statements or other information as of and for a fiscal period (unless, in the inclusion reasonable judgment of additional financial informationthe Distribution Agents, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to opinion of counsel should be furnished in light of such an offering of debt securities other than the Notesamendment)), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on SunTrust Banks files its Form 10-Q)K with the Commission, or within 30 days thereafter, (iii) (if required pursuant to in connection with the terms purchase of Bank Notes by a Terms AgreementDistribution Agent as principal) the Company Bank sells Bank Notes to one or more Agents pursuant to a Terms Agreement such agent as principal or (iv) the Company shall approve Bank issues and sells Bank Notes in a form of Indexed Note for salenot previously certified to the Distribution Agents by the Bank, the Company Bank shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Distribution Agents, dated the date of filing with the SEC of such supplement or documentDomestic Paying Agent and Domestic Registrar and their respective counsel, 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 opinions a letter from each counsel last furnishing an opinion referred to in Sections 5(a)(1Section 6(a)(i) and hereof (2) hereof, but modified, or such other counsel as necessary, to relate may be acceptable to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any 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 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); PROVIDED) or in lieu of such letter, HOWEVER, that, each such counsel (or such other counsel as may be acceptable to the Distribution Agents) may deliver a letter in the event that an Indexed Note has been approved for sale by the Companysame form as its letter referred to in Section 6(a)(i) but modified, counsel as necessary to relate to the Company shall also confirm Offering Circular as amended and supplemented to the exclusion or exemption time of delivery of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant letter. With respect to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 daysthis Section 8(c), the Company opinion referred to in Section 6(a)(ii) will also be furnished in the same manner contemplated above but only pursuant to Section 8(c)(iii) above. Any legal opinion delivered pursuant to clause (iii) of this Section 8(c) shall not be obligated so to furnish also include the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed following statements (or shall subsequently enter into be accompanied by a new Terms Agreement with one or more Agents.letter including such statements):

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering the issuance of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents Agent shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by the Agent as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement the Agent as principal, or (iv) the Company shall approve issues and sells Notes in a form of Indexed Note for salenot previously certified to the Agent by the Company, the Company shall (unless the Agent shall otherwise specify) furnish or cause to be furnished forthwith to the Agents Agent and to counsel to the Agents a Agent the written opinion of Xxxxx XxXxxxx Xxxxxxxxx & Xxxxxxxx, counsel reasonably satisfactory to for the AgentsCompany, dated the date of filing with the SEC Commission 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 AgentsAgent, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2) Exhibit B hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (iiNotes or an offering of preferred stock of the Guarantor or its subsidiaries) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any proxy statement or Current Report on Form 8-K relating exclusively or (ii) a document filed pursuant to Section 14 of the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or1934 Act, in each case, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent), with a copy to counsel to the Agents Agents, a written opinion or opinions of counsel reasonably Puerto Rico Counsel to the Company and the Guarantor satisfactory to the AgentsAgents or such Agent, as the case may be, dated 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 AgentsAgents or such Agent, as the case may be, of the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(a)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinionopinion or opinions, counsel last furnishing such opinion to the Agents or such Agent, as the case may be, shall furnish the Agents or such Agent, as the case may be, with a letter to the effect that the Agents or such Agent, as the case may be, 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Statutory Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes or Notes, providing solely for the inclusion of additional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively relating solely to an the issuance and/or offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Registration Statement, General Disclosure Package or the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orNotes, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one such Agent or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve sells Notes in a form of Indexed Note for salenot 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 a the written opinion of Mxxxxxxx & Fxxxxxxx LLP, counsel reasonably to the Company, or other counsel satisfactory to the Agents, dated the date of filing with the SEC Commission 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 Agents, of the same tenor as the opinions opinion referred to in Sections Section 5(a)(1) hereof (and including the statement required by Section 5(a)(4)), but modified to state that (x) the Registration Statement has become effective under the 1933 Act; any required filing of the Statutory Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); any required filing of any Issuer Free-Writing Prospectus pursuant to Rule 433(b) has been made in the manner and within the time period required by Rule 433(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement, or notice objecting to its use, has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement, the Statutory Prospectus and any such Issuer Free Writing Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as an exhibit thereto, as to which such counsel need express no opinion), as of their respective effective or issue dates, as the case may be, complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the 1939 Act Regulations of the Commission thereunder and (y) no facts have come to such counsel’s attention that have caused it to believe that (A) the Registration Statement, at the later of the time of the filing of the Annual Report on Form 10-K or as of the “new effective date” with respect to the Agents and the Notes pursuant to, and within the meaning of, Rule 430B(f)(2) under the 1933 Act, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) (1) the General Disclosure Package, as of the Applicable Time specified in the applicable Terms Agreement and (2) hereof, but modifiedthe Prospectus, as necessaryof its date and as of the Closing Date, included or includes, as the case may be, any untrue statement of material fact or omitted or omits, as the case may be, to relate state a material fact necessary to make the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any 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); PROVIDED, HOWEVER, thattherein, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases light of the Notes in their capacity as agents pursuant to a request from the Companycircumstances under which they were made, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsmisleading.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by the Purchasing Agent as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement the Purchasing Agent as principal or (iviii) the Company shall approve sells Notes in a form of Indexed Note for salenot previously certified to the Purchasing Agent by the Company, the Company shall furnish or cause to be furnished forthwith to the Agents Purchasing Agent and to counsel to the Agents a Purchasing Agent the written opinion of Xxxxxx Xxxxxx Xxxxx & Xxxx LLP, counsel reasonably to the Company, or other counsel satisfactory to the AgentsPurchasing Agent, dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsPurchasing Agent, of the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents Purchasing Agent shall furnish the Agents Purchasing Agent with a letter substantially 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any annual report on Form 10-K incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment amendment, supplement or supplement that relates exclusively document relating solely to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced a post-effective amendment solely containing exhibits to the general public Registration Statement) or, unless if so indicated in the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a applicable Terms Agreement) , the Company sells Notes to one or more Agents the Purchasing Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel promptly to the Agents a written opinion of the Associate General Counsel, Treasury Operations and Assistant Secretary of the Company or other counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC delivery of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections 5(a)(1Section 5(a) and (2) hereof, hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or the new Registration Statement, as the case may be, or, in lieu of any 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 were 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 reliancereliance or the new Registration Statement, as the case may be); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.and

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of ------------------------------------- Section 4(k) hereof, each time that (i) 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 price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of the General Counsel of the Company 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, 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 opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases 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 Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents Agent shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by an Agent as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement an Agent as principal or (iv) if the Company shall approve issues and sells Notes in a form of Indexed Note for salenot 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 a written opinion of Gary X. Xxxxxx, Xxq., General Counsel of the Company, or other counsel reasonably satisfactory to the Agents, Agents dated 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 Agents, of the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (25(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(d) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company) dated the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(g)(ii) above); or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling 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 (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery Section 3(g)(ii) above)). If such opinion is delivered pursuant to clause (iv) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(m) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of the terms of Notes or a change in the interest rates rates, maturity or price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iiiunless the Purchasing Agent shall reasonably request based on disclosure included or omitted from such Report) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents the Purchasing Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents Purchasing Agent and to counsel to the Agents Purchasing Agent a written opinion of each of the counsel reasonably designated in Section 5(a)(1) and (2), or other counsel satisfactory to the Agents, Purchasing Agent dated the date of filing with the SEC Commission 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 reasonably satisfactory to the AgentsPurchasing Agent, of substantially the same tenor as the opinions referred to in Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion to the Agents Purchasing Agent shall furnish the Agents Purchasing Agent with a letter substantially 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Xxxxxxx Kodak agrees that during each Marketing Period, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplement, an offering of securities other than the Notes or an amendment or supplement providing solely setting forth or incorporating by reference financial statements or other information as of and for a change fiscal quarter, unless, in the interest rates reasonable judgment of the Agents, such financial statements or other information are of such a nature that a legal opinion should be furnished), each time Xxxxxxx Kodak sells Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering Agent as principal and the applicable Purchase Agreement specifies the delivery of debt securities other than a legal opinion under this Section 6(c) as a condition to the Notes)purchase of Notes pursuant to such Purchase Agreement, (ii) there is filed or Xxxxxxx Kodak files with the SEC any document incorporated by reference into the Prospectus Prospectus, Xxxxxxx Kodak shall, (other than any proxy statement i) if such amendment, supplement or Current Report filing was filed during a Marketing Period, concurrently with such amendment, supplement, time of delivery relating to such sale, or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, on Form 8-K relating exclusively to the issuance first day of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public ornext succeeding Marketing Period, unless furnish the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to and their counsel with the terms written opinions of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form General Counsel of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith Xxxxxxx Kodak addressed to the Agents and to counsel to dated the Agents a written opinion date of counsel reasonably delivery of such opinion, in form satisfactory to the Agents, dated 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 Agents, of the same tenor effect as the opinions referred to in Sections 5(a)(1) and (2Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; provided, however, that in lieu of any such opinion, each 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 dated the date of such letter authorizing reliance (except that statements in such last 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i1) the Registration Statement Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus (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 proxy statement or 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 relating exclusively (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to the issuance of debt securities other than the Notes Purchasing Agent pursuant to Section 4(b) hereof) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii2) (if required pursuant to so agreed by the terms Company and the Purchasing Agent in connection with the purchase of a Terms AgreementNotes from the Company by the Purchasing Agent as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for salePurchasing Agent as principal, the Company shall furnish or cause to be furnished forthwith to the Agents Purchasing Agent and to counsel to the Agents a Purchasing Agent the written opinion opinions of Shearman & Sterling LLP, counsel reasonably to the Company, and either the General Counsel for the Company or Deere or an Associate General Counsel of Deere, or other counsel satisfactory to the AgentsPurchasing 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 AgentsPurchasing Agent, of the same tenor as the opinions referred to in Sections Section 5(a)(1) and (2) Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Agents Purchasing Agent shall each 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 Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDEDprovided, HOWEVERhowever, that, that in the event that an the sale of Indexed Note has been approved for sale Notes shall be authorized by the Company, Shearman & Sterling LLP, counsel for the Company, and Sidley Austin LLP, counsel for the Purchasing Agent, or other counsel satisfactory to the Company and the Purchasing Agent, shall also confirm deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Note Notes from the Commodity Exchange Act and covering such other matters as the rules and regulations promulgated thereunder; and PROVIDEDCompany and/or the Purchasing Agent may reasonably request. If the Purchasing Agent reasonably determines that the information included in a filing by the Company 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 Purchasing Agent in conjunction therewith, FURTHER, that, if the Agents Purchasing Agent shall have suspended solicitation of purchases notify the Company promptly upon such determination. The Company will thereupon deliver to the Purchasing Agent an opinion of the Notes General Counsel for the Company or Deere or an Associate General Counsel of Deere as to matters set forth in their capacity Section 5(a)(2) hereof and such portions of Section 5(a)(1) hereof as agents the Purchasing Agent may reasonably designate and to the further effect of the opinions delivered pursuant to a request from Section 5(a)(4) hereof, modified, as necessary, to relate to the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days)Registration Statement, the Company shall not be obligated so General Disclosure Package and the Prospectus as amended or supplemented to furnish the Agents with opinions until time of delivery of such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsopinion.

Subsequent Delivery of Legal Opinions. Each time that (i) the S-1 Registration Statement, 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 determination of the variable terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company or supplement that relates exclusively to an offering of debt securities other than the NotesTrust under the 1934 Act or the 1934 Act Regulations, except any SEC Periodic Report), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Trust by one or more Agents as principal) the Company Trust sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve Trust sells Notes in a form of Indexed Note for salenot 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 a the written opinion of LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., counsel reasonably to the Company, or other counsel satisfactory to the AgentsAgent, dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as 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 Sections 5(a)(1) and (2Section 5(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 opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the 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, thatthat 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 -, in the event that an Indexed Note has been approved for sale by Trust agrees to furnish or cause to be furnished forthwith to the CompanyAgents the written opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to the Company shall also confirm Agents, or such other counsel reasonably satisfactory to the exclusion or exemption Agents, dated as of the date of the filing of such Indexed Note from Form 10-K with the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDEDCommission, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes same tenor as the opinion referred to in their capacity Section 5(b)(ii) hereof, but modified, as agents pursuant necessary, to a request from relate to the CompanyS-1 Registration Statement, S-3 Registration Statement and none Prospectus as amended and supplemented to the time of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, delivery of such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsopinion.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an Excluded Supplement or by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities Securities other than the Notes), (ii) there is filed with the SEC Commission any Report on Form 10-K, (iii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly a Report on Form 10-Q), (iiiiv) there is filed with the Commission any Current Report on Form 8-K containing information that is reasonably deemed to be materially adverse to the business affairs or prospects of the Company or (v) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, 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 the General Counsel of the Company and special counsel reasonably to the Company or other counsel satisfactory to the Agents, Agent dated the date of filing with the SEC Commission 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 Agents, of the same tenor as the opinions referred to in Sections 5(a)(1Section 5(a)(1)(B) and (25(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion oropinions, or (vi) in lieu of any such opinionopinion required under Subsection (7)(c)(v) above, counsel last furnishing such opinion to the Agents Agents, shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of 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 . In the event that an Indexed Note has been approved for sale by the Company, counsel case of opinions to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents be furnished pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days)iii) or (iv) above, the Company may request that Agents waive the requirement for the opinions, which request shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.unreasonably refused; and 11

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(l) hereof and unless the Agents shall otherwise specify, each time that (i) 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 price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public Prospectus, or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith as soon as practicable to the Agents and to counsel to the Agents a written opinion of each of Xxxxxx X. Xxxxxxxx, counsel reasonably for the Company and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for 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, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents and to counsel to the Agents, of the same tenor as the opinions referred to in Sections Section 5(a)(1), 5(a)(2) and (25(a)(5) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of ------------------------------------- Section 4(k) hereof, each time that (i) 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 price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of the General Counsel of the Company 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, 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 opinion referred to in Sections Section 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases 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 Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve sells Notes in a form of Indexed Note for salenot 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 a the written opinion of Xxxxxxxx, Lipton, Xxxxx & Xxxx, counsel to the Company, or other counsel reasonably satisfactory to the AgentsAgent(s), dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment 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 opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1)(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 opinion or, in lieu of any such opinion, counsel last furnishing 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 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes or solely for the inclusion of additional financial informationchanges, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(h)(ii) above); or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling 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 (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery Section 3(h)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

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 (A) 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 (B) setting forth solely financial statements or other financial information as of and for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by a fiscal quarter or (iii) an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than any proxy statement or Current Report on Form 8-K (i) relating exclusively to the issuance of debt securities other than the Notes or to quarterly (ii) setting forth solely financial statements or annual other financial information that has been announced to the general public as of and for a fiscal quarter) or, unless if so indicated in the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a applicable Terms Agreement) , the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of Xxxx X. Xxxxxxxx, Esq., Senior Counsel to the Company, or other counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC delivery of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections Section 5(a)(1) hereof, and (2such other opinions provided for in Section 5(a) hereofhereof 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 opinion, or, in lieu of any 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then not hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days)principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time that 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 one or more Agentsan 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 or an amendment or other supplement providing solely for a change in the interest rates of the Notes or similar changes in other terms of the Notes or solely (ii) an amendment or supplement providing primarily for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by or (iii) an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Annual Report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iiiQ relating primarily to financial statements or other financial information as of and for any fiscal quarter) (if required pursuant to the terms of a Terms Agreement) or the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) Agreement, the Company shall approve a form terms of Indexed Note for salewhich so require, the Company shall use its best efforts to furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of promptly following such amendment, supplement or filing or on the date of Settlement Date with respect to such saleTerms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President—Deputy General Counsel of the Company), dated the date of delivery of such letter and in form and substance satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a)(15(a) and 5(b) (2other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(ii) and 5(b)(v) (with respect to execution and delivery)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion oropinion; provided, however, that (i) in lieu the case of any such opinionamendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering the opinions referred to in Section 5(b) shall expand the opinion rendered pursuant to Section 5(b)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing such the opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory 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 Agents, dated the date of delivery of such letter authorizing reliance (except that statements and in such last form satisfactory to counsel for the Agents, of the same tenor as the opinion shall be deemed referred to in Section 5(b)(ii) 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 letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsletter.

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 of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by (iii) an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public Notes) or, unless if so indicated in the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a applicable Terms Agreement) , the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of Xxxx X. Xxxxxxxx, Esq., Senior Counsel to the Company, or other counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC delivery of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections Section 5(a)(1) hereof, and (2such other opinions provided for in Section 5(a) hereofhereof 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 opinion, or, in lieu of any 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then not hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days)principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time that 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 one or more Agentsan Agent.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(k) hereof, each time that (i) 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 price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of 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, 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 opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases 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 Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each time that (i) the Operating Partnership shall file a Form 10-K or Form 10-Q with the Commission, unless otherwise waived by 30 31 the Agents, (ii) 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 determination of the Notes variable terms of the Notes, the filing of a Form 10-K or similar changes Form 10-Q with the Commission or relating solely for to the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with if requested in writing by the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Agent or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q)Agents, (iii) (if required pursuant to requested in writing by the terms of a Terms AgreementAgent or Agents) the Company Operating Partnership sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve Operating Partnership sells Notes in a form of Indexed Note for salenot previously certified to the Agents by the Operating Partnership, the Company Operating Partnership shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents a the written opinion of King & Spalding, counsel to the Operating Partnership, or other counsel reasonably satisfactory to the AgentsAgent(s), dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment 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 opinions opinion referred to in Sections 5(a)(1) and (2Section 6(b) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing 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 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 except for the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 daysopinion required under Section 6(b)(xv), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or a Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve sells Notes in a form of Indexed Note for salenot 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 a the written opinion opinions of Wallxx Xxxxxxx, Xxown & Wood and McCuxxxxxx & Xherxxxx, xxunsel to the Company, or other counsel reasonably satisfactory to the AgentsAgent(s), dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment 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 opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing 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 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment filing of a preliminary pricing supplement or supplement providing solely for a change in the interest rates of the Notes Pricing Supplement or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 6(b)(i) 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling 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 (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or similar changes in other terms of the Notes or solely (ii) an amendment or supplement providing primarily for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by or (iii) an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Annual Report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iiiQ relating primarily to financial statements or other financial information as of and for any fiscal quarter) (if required pursuant to the terms of a Terms Agreement) or the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) Agreement, the Company shall approve a form terms of Indexed Note for salewhich so require, the Company shall use its best efforts to furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of promptly following such amendment, supplement or filing or on the date of Settlement Date with respect to such saleTerms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Xxxxx X. Xxxxxxxx, Senior Vice President - Assistant General Counsel of the Company), dated the date of delivery of such letter and in form and substance satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a)(15(a) and 5(b) (2other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion oropinion; PROVIDED, HOWEVER, that in lieu the case of any such opinionamendment or supplement that relates to the Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to the Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing such the opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory 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 Agents, dated the date of delivery of such letter authorizing reliance (except that statements and in such last form satisfactory to counsel for the Agents, of the same tenor as the opinion shall be deemed referred to in Section 5(b)(i) 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 letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsletter.

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes)Notes or (B) unless an Agent shall otherwise reasonably request, (ii) there is filed with the SEC by filing of any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iiiii) (if required pursuant by the Terms Agreement relating to the terms of a Terms Agreementsuch Notes) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleas 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 counsel reasonably satisfactory Michael A. McGrail, Esq., Senior Counsel to the AgentsGuarantor (ox xxxx xxxxx xxxxxel as may be acceptable to the Agent(s)) and Reid & Priest LLP, special counsel to the Company and the Guxxxxtor, each dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment 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 opinions referred to in Sections 5(a)(1Section 7(c) and (2d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any 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 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(k) hereof, each time that (i) 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 price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of 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, 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 opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases 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 Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

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 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 changes, or solely (y) setting forth financial statements or other information as of and for a fiscal period (unless, in the inclusion reasonable judgment of additional financial informationthe Distribution Agents, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to opinion of counsel should be furnished in light of such an offering of debt securities other than the Notesamendment)), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on SunTrust Banks files its Form 10-Q)K with the Commission, or within 30 days thereafter, (iii) (if required pursuant to in connection with the terms purchase of Bank Notes by a Terms AgreementDistribution Agent as principal) the Company Bank sells Bank Notes to one or more Agents pursuant to a Terms Agreement such agent as principal or (iv) the Company shall approve Bank issues and sells Bank Notes in a form of Indexed Note for salenot previously certified to the Distribution Agents by the Bank, the Company Bank shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Distribution Agents, dated the date of filing with the SEC of such supplement or documentDomestic Paying Agent and Registrar and their respective counsel, 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 opinions a letter from each counsel last furnishing an opinion referred to in Sections 5(a)(1Section 6(a)(i) and hereof (2) hereof, but modified, or such other counsel as necessary, to relate may be acceptable to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any 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 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); PROVIDED) or in lieu of such letter, HOWEVER, that, each such counsel (or such other counsel as may be acceptable to the Distribution Agents) may deliver a letter in the event that an Indexed Note has been approved for sale by the Companysame form as its letter referred to in Section 6(a)(i) but modified, counsel as necessary to relate to the Company shall also confirm Offering Circular as amended and supplemented to the exclusion or exemption time of delivery of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant letter. With respect to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 daysthis Section 8(c), the Company shall not opinion referred to in Section 6(a)(ii) will also be obligated so furnished in the same manner contemplated above but only pursuant to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsSection 8(c)(iii) above.

Subsequent Delivery of Legal Opinions. Each time that (i) The Company agrees that during each Marketing Period, each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement a Pricing Supplement providing solely for a change in the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes or solely for changes), each time the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively Company sells Notes to an offering Agent as principal and the applicable Purchase Agreement specifies the delivery of debt securities other than legal opinions under this Section 6(c) as a condition to the Notes), (ii) there is filed purchase of Notes pursuant to such Purchase Agreement or the Company files with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleProspectus, the Company shall (i) concurrently with such amendment, supplement, Time of Delivery relating to such sale or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish or cause to be furnished forthwith the Agents and their counsel with the written opinion of corporate counsel for the Company, addressed to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC delivery of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; PROVIDED, HOWEVER, that in lieu of any such opinion, such counsel last furnishing such opinion to the Agents shall may furnish the Agents and their counsel 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 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 letters authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q, unless the Agents shall otherwise specify), (iii) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents such Agent and to counsel to the Agents a written opinion of Xxxxxxxx, Xxxxxxxxx, Xxxxxx & Xxxxxx, counsel reasonably 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, 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 Sections 5(a)(1) and (2Section 5(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 opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes)Notes or (B) unless an Agent shall otherwise reasonably request, (ii) there is filed with the SEC by filing of any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iiiii) (if required pursuant by the Terms Agreement relating to the terms of a Terms Agreementsuch Notes) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleas 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 counsel reasonably satisfactory Michael A. McGrail, Esq., Senior Counsel to the AgentsGuarantor (or such otxxx xxxxxxx xx xxx be acceptable to the Agent(s)) and Thelen Reid & Priest LLP, special counsel to the Company and the Guarxxxxx, xxxx dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment 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 opinions referred to in Sections 5(a)(1Section 7(c) and (2d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any 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 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement, the Previous Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion offering of additional financial information, and, unless the Agents shall otherwise reasonably specify, securities other than by the Notes or, except as provided below, an amendment or supplement that relates exclusively to an offering by the filing of debt securities other than the Notesany document incorporated by reference), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents as principal, (iii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to a Terms Agreement Item 11 of Form S-3 under the Securities Act or, upon the reasonable request of the Agents, any other Report on Form 8-K, or (iv) the Company shall approve sells Notes in a form of Indexed Note for salenot 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 a the written opinion opinions of John X. Xxxx, xxneral counsel reasonably for the Company, and Lockx Xxxnxxxx Xxxx & Xeisxxx, xounsel to the Company (unless otherwise waived), or other counsel satisfactory to the AgentsAgent(s), dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment 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 opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing 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 shall be deemed to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 of rate or formula applicable to the Notes or similar changes or Notes, providing solely for the inclusion of additional financial information, and, unless or relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an issuance and/or offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-QNotes), (iii) (if required pursuant to in connection with the terms purchase of a Terms Agreement) Notes from the Company sells Notes to Trust by one or more Agents pursuant as principal) the Trust sells Notes to a Terms Agreement such Agent or Agents as principal or (iv) the Company shall approve Trust sells Notes in a form of Indexed Note for salenot previously certified to the Agents by the Trust, the Company Trust 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 counsel reasonably Robinson Silverxxx Xxxxcx Xxxxxxxn & Xxxmxx XXX, Balxxxx Xpahr Axxxxxx & Xxxxxxxxx, xr oxxxx xxxxsel satisfactory to the AgentsAgent(s), dated 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 reasonably satisfactory to the AgentsAgent(s), of the same tenor as the opinions referred to in Sections 5(a)(1) and (2) 5(a)(2), as the case may be, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing 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 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); PROVIDEDprovided that with respect to the opinion set forth in Section 5(a)(1)(xiii), HOWEVERif such opinion is being rendered pursuant to clause (iii) or (iv) above, such counsel may not rely on the assumptions set forth therein with respect to the Notes being sold on the date of such opinion, but with respect to the matters to which such assumptions apply in Section 5(a)(1)(xiii), such counsel may qualify such opinion to its knowledge based upon an officer's certificate delivered to such counsel; provided, however, that, with respect to (i) and (ii) above, in the event that an Indexed Note the conditions of Section 4(k)(i) hereof have been satisfied and the Trust has been approved for sale notified the Agents in writing that offerings of Notes are suspended, then the Trust shall be required to furnish or cause to be furnished such opinions or such letter, as the case may be, only immediately upon notification by the Company, counsel to the Company shall also confirm the exclusion or exemption Trust that offerings of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not may be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsresumed.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or similar changes in other terms of the Notes, (ii) an amendment or supplement providing solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by information or (iii) an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated incorporated, or deemed to be incorporated, by reference into the Prospectus (other than any proxy statement or Current Annual Report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iiiQ relating primarily to financial statements or other financial information as of and for any fiscal quarter) (if required or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be, a letter substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the Company sells Notes counsel last furnishing the opinion referred to one or more Agents pursuant to in Section 5(a) hereof or, in lieu of such letter, a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and letter from other counsel satisfactory to counsel to the Agents a written opinion of counsel reasonably satisfactory to for the Agents, dated the date of filing with the SEC delivery of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, letter and in form and substance satisfactory to counsel for the Agents, of the same tenor as the opinions opinion referred to in Section 5(a) hereof (other than the matters covered by Sections 5(a)(15(a)(viii)(x) and (2) hereof5(a)(xi)), but modified, as necessary, to relate to the Registration Statement and the Prospectus Prospectus, as amended and supplemented to the time of delivery of such opinion oropinion. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, in lieu promptly following each filing by the Company of any such opiniona Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the counsel last furnishing such the opinion referred to in Section 5(a) hereof, or from other counsel satisfactory to counsel for 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 Agents, dated the date of delivery of such letter authorizing reliance (except that statements and in such last form satisfactory to counsel for the Agents, of the same tenor as the opinion shall be deemed referred to in Section 5(a)(xi), but modified, as necessary, to relate to the Registration Statement and the Prospectus Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsletter.

Subsequent Delivery of Legal Opinions. Each time that (i1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement providing relating solely for a change in to the interest rates rates, interest payment dates or maturity dates of the Notes or similar changes or information, (ii) solely for the inclusion of additional financial informationinformation (including any management's discussion and analysis), and, unless (iii) by an amendment made by the Agents shall otherwise reasonably specify, other than 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 that relates exclusively which is not required to an offering of debt securities other than be made available by the NotesCompany to any Agent pursuant to Section 4(b), ) or (ii2) there is filed with the SEC any document the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, 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 Shearman & Sterling, counsel reasonably to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel 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 sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections Section 5(a)(1) and (2) 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 opinion opinions or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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); PROVIDEDprovided, HOWEVERhowever, that, that in the event that an the sale of Indexed Note has been approved for sale Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall also confirm deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Note Notes from the Commodity Exchange Act and covering such other matters as the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if Company and/or the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none may reasonably request. If one or more of the Agents shall then hold any Notes as principal purchased pursuant reasonably determine that the information included in a filing by the Company 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 a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreementthe Agents in conjunction therewith, such Agent has held or Agents shall notify the Company promptly upon such Notes determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for more than 180 daysthe Company 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 Company shall not be obligated so Registration Statement and Prospectus as amended or supplemented to furnish the Agents with opinions until time of delivery of such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsopinion.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes or solely for the inclusion of additional financial information(B), and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(h)(ii) above); or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling 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 (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery Section 3(h)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each During each Marketing Period, each time that (i) that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the NotesNotes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) there is filed the Company files with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual which contains financial information that has been announced required to be set forth in or incorporated by reference into the general public or, unless Prospectus pursuant to Item 11 of Form S-3 under the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q)Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (if required pursuant to other than as specified in the terms of a Terms Agreementpreceding clause (ii)) or (iv) the Company sells Notes to one or more Agents an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for salesuch Purchase Agreement, the Company shall shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish or cause the Agents and their counsel with the written opinions of counsel to be furnished forthwith the Company specified in Sections 5(d) and 5(e), each addressed to the Agents and to counsel to dated the Agents a written opinion date of counsel reasonably delivery of such opinion, in form satisfactory to the Agents, dated 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 Agents, of the same tenor effect as the opinions referred to in Sections 5(a)(15(d) and (25(e) hereof, but modified, as necessary, to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; PROVIDED, HOWEVER, that in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall may furnish the Agents with a letter letters to the effect that the Agents may rely on such last opinion prior opinions to the same extent as though it was they were dated the date of such letter letters authorizing reliance (except that statements in such last opinion prior opinions shall be deemed to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such letter letters authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Corporation files with the SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q, (iii) if required by the Agents, the Registration Statement 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 rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) if requested by an Agent, as soon as practicable in advance of a pricing of Notes, each time the Company shall approve a form of Indexed Note for saleAgent purchases Notes as principal pursuant to Section 1(d), the Company Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion opinions of Xxxxx Mulliss & Wicker, PLLC, counsel to the Corporation, and the General Counsel of the Corporation (or such other attorney, reasonably satisfactory acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation) dated the later of (x) the date of filing with the SEC of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such salesettlement date, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(d) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company) dated the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(h)(ii) above); or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling 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 (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery Section 3(h)(ii) above)). If such opinion is delivered pursuant to clause (iv) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(1) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of the terms of Notes or a change in the interest rates rates, maturity or price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iiiunless the Agents shall reasonably request based on disclosure included or omitted from such Report) 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 or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of each of the counsel reasonably designated in Section 5(a)(1) and (2), 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, 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 Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (i1) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of the terms of Notes or a change in the interest rates rates, maturity or price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii2) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report request based on Form 8-K disclosure included or any Quarterly Report on Form 10-Q), omitted from such Report) or (iii3) (if required pursuant to the terms of a Terms Agreement) , upon the Company sells Company’s sale of Notes to one or more Agents pursuant to a such Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of each of the counsel reasonably designated in Section 5(a)(1) and (2), 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, or the date Settlement Date of such sale, except that such counsel shall give the negative assurance in Section 5(a)(4) as of the applicable date specified in Section 5(a)(4), as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions referred to in Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an (A) a pricing supplement or other amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes Pricing Terms or solely for the inclusion of additional financial information, andor any pricing supplement in connection with a purchase of Notes by an Agent as principal, unless the Agents shall otherwise reasonably specify, other than by (B) an amendment or supplement that which relates exclusively to an offering of debt securities other than the NotesNotes or (C) except as provided below, the filing of any document incorporated by reference therein), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement periodic report on Form 10-K or Current Report 10-Q, or a current report on Form 8-K relating exclusively to the issuance containing information called for by any of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q)Items 1 through 4 thereof, (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one an Agent as principal (provided that in the case of a purchase of Notes with respect to which the applicable pricing supplement provides solely for Pricing Terms or more Agents pursuant to a Terms Agreement solely for the inclusion of additional financial information, only if required by such Agent) or (iv) the Company shall approve issues and sells Notes in a form of Indexed Note for salenot 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 a written opinion opinions of counsel reasonably satisfactory to the AgentsSusan L. Harris, dated Esq. and Davis Polk & Wardwell, or in either case oxxxx xxxxxxx xxtisfactory xx xxx Xxxnts, xxxxx the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may bebe (except that no opinion other than that of Susan L. Harris, Esq. or other counsel satisfactory to the Agents shxxx xx xxxxxxxx solely as a result of the filing by the Company with the SEC of any periodic report on Form 10-Q or any of the above-referenced current reports on Form 8-K), in form and substance satisfactory to the Agents, of the same tenor in the case of Susan L. Harris, Esq. or such other counsel as the opinions opinion referred to xx xx Xxxxxxx 0(a)(2) hereof and in Sections 5(a)(1the case of Davis Polk & Wardwell or such other counsel as the opinion referred xx xx Xxxxion 0(x)(0) and hereof (2including the opinion of each required by Section 5(a)(5) hereof, ) but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter substantially in the form of Appendix II hereto to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (iiNotes and other than by a pricing supplement) or there is filed with the SEC any document incorporated by reference into the Prospectus unless waived by the Agents (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, 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 each of Milbank, Tweed, Xxxxxx & XxXxxx, counsel reasonably to the Company, 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 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 reasonably satisfactory to the Agents, of the same tenor as the respective opinions referred to in Sections 5(a)(1), 5(a)(3) and (25(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 opinion opinion; or, in lieu of any 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment filing of a preliminary pricing supplement or supplement providing solely for a change in the interest rates of the Notes Pricing Supplement or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 6(b)(i) 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling 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 (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 of rate or formula applicable to the Notes or similar changes or Notes, providing solely for the inclusion of additional financial information, and, unless or relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an issuance and/or offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-QNotes), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one such Agent or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve sells Notes in a form of Indexed Note for salenot 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 a the written opinion opinions of Hogax & Xartxxx X.X.P., the General Counsel of the Company, and Altheimer & Gray, or other counsel reasonably satisfactory to the AgentsAgent(s), dated 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 reasonably satisfactory to the AgentsAgent(s), of the same tenor as the opinions referred to in Sections Section 5(a)(1), 5(a)(2) and (2) 5(a)(3), as the case may be, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing 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 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); PROVIDEDprovided, HOWEVERhowever, that, with respect to (i) and (ii) above, in the event that an Indexed Note the conditions of Section 4(k)(i) hereof have been satisfied and the Company has been approved for sale notified the Agents in writing that offerings of Notes are suspended, then the Company shall be required to furnish or cause to be furnished such opinions or such letters, as the case may be, only prior to the date that offerings of Notes may be resumed. Notwithstanding the foregoing, in the event that the Company sells Notes in a form not previously certified to the Agents by the Company, counsel to then the Company shall also confirm cause Hogax & Xartxxx X.X.P. to furnish, prior to such sale, an opinion to the exclusion effect that such Notes will be excluded or exemption exempted from the provisions of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsAct.

Subsequent Delivery of Legal Opinions. Each time that (i) any of the Registration Statement Statements or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes or Notes, providing solely for the inclusion of additional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively relating solely to an the issuance and/or offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus Incorporated Document (other than any proxy statement or Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orNotes, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one such Agent or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve sells Notes in a form of Indexed Note for salenot 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 a the written opinion opinions of O'Melveny & Myers, counsel reasonably satisfactory to the Company, and Robert M. Johnson, Associate Genexxx Xounsel for the Company, or othxx xxxxxxx xxxxxxactory to the Agents, dated 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 Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (25(a)(2) hereof, but modified, as necessary, to relate to the Registration Statement Statements and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents with a letter letters substantially to the effect that the Agents may rely on such last opinion opinions to the same extent as though it was they were dated the date of such letter letters authorizing reliance (except that statements in such last opinion opinions shall be deemed to relate to the Registration Statement Statements and the Prospectus as amended and supplemented to the time of delivery of such letter letters authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes or solely for the inclusion of additional financial information(B), and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(h)(ii) above); or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling 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 (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery Section 3(h)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement, the Previous Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion offering of additional financial information, and, unless the Agents shall otherwise reasonably specify, securities other than by the Notes or, except as provided below, an amendment or supplement that relates exclusively to an offering by the filing of debt securities other than the Notesany document incorporated by reference), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents as principal, (iii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to a Terms Agreement Item 11 of Form S-3 under the Securities Act or, upon the reasonable request of the Agents, any other Report on Form 8-K, or (iv) the Company shall approve sells Notes in a form of Indexed Note for salenot 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 a the written opinion of John J. Sabl, general counsel reasonably for txx Xxxxxxx xr other counsel satisfactory to the AgentsAgent(s), dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment 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 opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing 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 shall be deemed to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents an Agent shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), unless an Agent shall otherwise specify) or (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleas principal, the Company shall furnish or cause to be furnished forthwith to the Agents (or in the case of clause (iii), such Agent or Agents as the case may be) the written opinions of the General Counsel of the Company and to Xxxxxx Xxxxxx & Xxxxx, counsel to the Agents a written opinion of Company, or other counsel reasonably satisfactory to the such Agents, dated 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 such Agents, of the same tenor as the opinions referred to in Sections 5(a)(1Section 5(a)(l) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinionopinion or opinions, counsel last furnishing such opinion or opinions to the such Agents shall furnish the such Agents with a letter or letters substantially in the form of APPENDIX II hereto to the effect that the such Agents may rely on such last opinion or opinions to the same extent as though it was or they were dated the date of such letter or letters authorizing reliance (except that statements in such last opinion or opinions 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment filing of a preliminary pricing supplement or supplement providing solely for a change in the interest rates of the Notes Pricing Supplement or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of XxXxxxxXxxxx LLP, counsel reasonably satisfactory to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 6(b)(i) 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling 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 (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than 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 providing a Pricing Supplement that provides solely for a change in the interest rates rates, redemption provisions, amortization schedule or maturities of the Notes or similar changes a change in the principal amount of the Notes remaining to be sold or solely for the inclusion of additional financial informationinformation or other information contemplated by the Final Prospectus to be filed in a Pricing Supplement related to the Notes or similar changes, and, unless or any other change that the Agents shall otherwise Lead Agent reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notesdeems immaterial), or (iiunless waived by the Lead Agent) there is filed with the SEC Commission any document incorporated by reference into the Final Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q, unless the Lead Agent shall otherwise specify), or (iii) (if required pursuant unless waived by the Lead Agent with respect to the terms of a particular Terms Agreement) the Company sells Notes to one or more Agents the Lead Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion Lead Agent, on behalf of counsel reasonably satisfactory to the Agents, dated and to Agent Counsel a letter from counsel last furnishing 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 Agents, of the same tenor as the opinions opinion referred to in Sections 5(a)(1Section 5(b)(2) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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, HOWEVER, that) or, in the event that an Indexed Note has been approved for sale by the Companylieu of such letter, Cadwalader, Wickersham & Taft LLP, counsel to the Company Company, or other counsel satixxxxxxxx xo txx Xead Agent, shall also confirm furnish an opinion, dated the exclusion or exemption date of delivery of such Indexed Note from opinion and in form satisfactory to the Commodity Exchange Act Lead Agent, of the same tenor as the opinion referred to in Section 5(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the rules Final Prospectus as amended and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if supplemented to the Agents shall have suspended solicitation time of purchases delivery of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsopinion.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions -------------------------------------- of Section 4(k) hereof, each time that (i) 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 price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of the General Counsel of the Company 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, 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 opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases 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 Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes Securities or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering the issuance of debt securities other than the NotesSecurities), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementSecurities by one or more Agents as principal) the Company Operating Partnership sells Notes Securities to one or more Agents pursuant to a Terms Agreement as principal, or (iv) the Company shall approve Operating Partnership issues and sells Securities in a form of Indexed Note for salenot previously certified to the Agents by the Partnerships, the Company Partnerships 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 the various counsel reasonably to the Transaction Entities, or other counsel satisfactory to the AgentsAgent(s), dated the date of filing with the SEC Commission 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 AgentsAgent(s), of the same tenor as the opinions referred to (x) in Sections 5(a)(1the case of clauses (i), (ii) (with respect to the Annual Report on Form 10- K) and (iii) above, in Exhibits B-1, B-2, B-3 and B-4 hereof and (y) in the case of clause (ii) above (with respect to all documents so filed, except for the 10-K), in Exhibits B-1 (Items 1, 2, 5, 6, 7, 9 and the last three paragraphs thereof) hereofand B-4, 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 opinions or, in lieu of any 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 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each During each Marketing Period, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (x) a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates rates, redemption provisions, amortization schedules or maturities of the Notes offered, the amount of Notes remaining to be sold or similar changes or solely for the inclusion of additional financial information, and, unless a change the Agents shall otherwise reasonably specifydeem to be immaterial, other than by an (y) any amendment or supplement that relates exclusively to an offering the Registration Statement or Prospectus caused by the filing of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or a Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to containing only information concerning quarterly or annual financial information that earnings which has been announced to the general public orand/or exhibits relating to an offering of securities other than the Notes, unless or (z) any amendment or supplement to the Agents shall otherwise reasonably request, Registration Statement or Prospectus caused by the filing of any other Current Report on Form 8-K unless the Agents shall reasonably request based on disclosure included in or any Quarterly Report on Form 10-Qomitted from such Report), (iii) (if required pursuant to and each time the terms of a Terms Agreement) the Company Corporation sells Notes to one or more Agents an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to a Terms Agreement such Purchase Agreement, the Corporation shall, concurrently with such amendment, supplement or (iv) the Company shall approve a form Time of Indexed Note for Delivery relating to such sale, furnish the Company shall furnish or cause to be furnished forthwith Agents (or, in the case of a purchase by fewer than all the Agents, such Agents) with a written opinion of the counsel of the Corporation and of tax counsel of the Corporation, each addressed to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC delivery 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 opinion to the Agents, of the same tenor effect as the opinions referred to in Sections 5(a)(15(c) and (25(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of such opinion opinion; provided, however, that in lieu of such opinion, either counsel may furnish the Agents (or, in lieu the case of any a purchase by fewer than all the Agents, such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents Agents) with a letter to the effect that the such Agents may rely on such last prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (including an amendment or supplement thereto that results from the incorporation by reference of annual (Form 10-K or successor forms) or quarterly (Form 10-Q or succeessor forms) reports filed under the 1934 Act into the Registration Statement in accordance with the requirements of Form S-3, but excluding (x) an amendment or supplement thereto that results from the incorporation by reference of other than reports (such as current reports on Form 8-K or successor forms) filed under the 1934 Act into the Registration Statement in accordance with the requirements of Form S-3, unless specifically requested by the Agent(s) after review of such reports and (y) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Company sells Notes to or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes through one or to quarterly more Agents, whether as principal or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K as agent or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve in a form of Indexed Note for salenot 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 a the written opinion of Xxxxx, Xxxxx & Xxxxx, counsel reasonably to the Company and CIT, or other counsel satisfactory to the AgentsAgent(s), dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment 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 opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing 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 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement providing relating solely for a change in to the interest rates rates, interest payment dates or maturity dates of the Notes or similar changes or information, (ii) solely for the inclusion of additional financial informationinformation (including any management's discussion and analysis), and, unless (iii) by an amendment made by the Agents shall otherwise reasonably specify, other than 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 that relates exclusively which is not required to an offering of debt securities other than be made available by the NotesCompany or the Guarantor to any Agent pursuant to Section 4(b), ) or (ii2) there is filed with the SEC any document the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii3) (if required pursuant to the 52 terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion opinions of Xxxxxxxx & Xxxxxxxx, counsel reasonably 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, 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 opinions referred to in Sections Section 5(a)(1), Section 5(a)(5), and Section 5(a)(2) and (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 opinion opinions or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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, that in the event that an the sale of Indexed Note has been approved for sale Notes shall be authorized by the CompanyCompany 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 also confirm deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Note Notes from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity covering such other matters as agents pursuant to a request from the Company, and none the Guarantor and/or the Agents may reasonably request. If one or more of the Agents shall then hold any Notes as principal purchased pursuant 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 a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreementthe Agents in conjunction therewith, such Agent has held or Agents shall notify the Company and the Guarantor, promptly upon such Notes determination. The Guarantor will thereupon deliver to the Agents an opinion of the General Counsel for more than 180 daysthe 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 Company shall not be obligated so Registration Statement and Prospectus as amended or supplemented to furnish the Agents with opinions until time of delivery of such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsopinion.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Statutory Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes or Notes, providing solely for the inclusion of additional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively relating solely to an the issuance and/or offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Registration Statement, General Disclosure Package or the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orNotes, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one such Agent or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve sells Notes in a form of Indexed Note for salenot 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 a the written opinion of Mxxxxxxx & Fxxxxxxx LLP, counsel reasonably to the Company, or other counsel satisfactory to the Agents, dated the date of filing with the SEC Commission 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 Agents, of the same tenor as the opinions opinion referred to in Sections Section 5(a)(1) hereof (and (2) hereofincluding the statement required by Section 5(a)(4)), but modified, as necessary, modified to relate to state that (x) the Registration Statement has become effective under the 1933 Act; any required filing of the preliminary prospectus or the Statutory Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); any required filing of any Issuer Free-Writing Prospectus pursuant to Rule 433(b) has been made in the manner and within the time period required by Rule 433(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement, or notice objecting to its use, has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement, the preliminary prospectus, the Statutory Prospectus and any such Issuer Free Writing Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as amended an exhibit thereto, as to which such counsel need express no opinion), as of their respective effective or issue dates, as the case may be, complied as to form in all material respects with the applicable requirements of the 1933 Act and supplemented the 1933 Act Regulations and the 1939 Act and the 1939 Act Regulations of the Commission thereunder and (y) no facts have come to such counsel’s attention that have caused it to believe that (A) the Registration Statement, at the later of the time of delivery the filing of such opinion or, in lieu the Annual Report on Form 10-K or as of any such opinion, counsel last furnishing such opinion the “new effective date” with respect 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 Notes pursuant to, and within the meaning of, Rule 430B(f)(2) under the 1933 Act, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) (1) the General Disclosure Package, as amended and supplemented to of the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, Applicable Time specified in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a applicable Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.and

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented by a filing under the 1933 Act (other than by a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents any Agent shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission under the 1934 Act any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q, unless any Agent shall otherwise specify), (iii) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) if specifically requested by the Agent or Agents to or through whom the Notes are issued and sold, the Company shall approve a issues and sells Notes through or to one or more Agents 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 Indexed Note for salethe 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 the General Counsel and Special Counsel to the Company, or other counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC Commission 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 Agents, of the same tenor as the opinions referred to in Sections 5(a)(15(b)(1) and (25(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, each respective 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes or solely for the inclusion of additional financial information(B), and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company) dated the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(h)(ii) above); or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling 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 (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery Section 3(h)(ii) above)). If such opinion is delivered pursuant to clause (iv) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(l) hereof, each time that (i) the Registration Statement Statements 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 price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statements other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report request based on Form 8-K disclosure included or any Quarterly Report on Form 10-Q), (iiiomitted from such Report) 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 or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of Xxxxxxxxxxx X. Xxxxxxxxx, Esq., counsel reasonably to 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, 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 opinion referred to in Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement Statements and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion 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 Statements and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any annual report on Form 10-K incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment amendment, supplement or supplement that relates exclusively document relating solely to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced a post-effective amendment solely containing exhibits to the general public Registration Statement) or, unless if so indicated in the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a applicable Terms Agreement) , the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel promptly to the Agents a written opinion of the Associate General Counsel, Treasury Operations and Assistant Secretary of the Company or other counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC delivery of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections 5(a)(1Section 5(a) and (2) hereof, hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or the new Registration Statement, as the case may be, or, in lieu of any 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 were 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 reliancereliance or the new Registration Statement, as the case may be); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.and

Subsequent Delivery of Legal Opinions. Each time that (i) 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 of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents Agent shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q, unless the Agent shall otherwise specify), (iii) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents the Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents Agent and to counsel to the Agents Agent a written opinion of Xxxx X. Xxxxxxxxx, Xx., Esq., counsel reasonably 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, 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 Sections 5(a)(1) and (2Section 5(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 opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents Agent shall furnish the Agents Agent with a letter 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 of the Notes or similar changes Pricing Supplement or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to unless requested by the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-QAgent), (iii) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents the Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents Agent and to counsel to the Agents Agent a written opinion of the General Counsel of the Company, or other counsel reasonably satisfactory to the Agents, Agent dated 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 AgentsAgent, of the same tenor as the opinions opinion referred to in Sections Section 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents Agent shall furnish the Agents Agent with a letter 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); PROVIDED, HOWEVER, that, in . Each time that the event Company files with the SEC an Annual Report on Form 10-K that an Indexed Note has been approved for sale is incorporated by reference into the CompanyProspectus, counsel to the Company Agent shall also confirm furnish to the exclusion or exemption Agent a written opinion dated the date of such Indexed Note from filing of the Commodity Exchange Act same tenor as the opinion referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the rules Prospectus as amended and regulations promulgated thereundersupplemented to the time of delivery of such opinion; and PROVIDEDor in lieu of such opinion, FURTHER, that, if counsel last furnishing such opinion to the Agents Agent shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents Agent with opinions until such time a letter to the effect that the Company Agent may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall determine that solicitation be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of purchases delivery of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentssuch letter authorizing reliance).

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q, unless the Agents shall otherwise specify), (iii) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents such Agent and to counsel to the Agents a written opinion of Sxxxxxxx Xxxxxxxxx LLP and/or Hunton & Wxxxxxxx, each counsel reasonably 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, 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 Sections 5(a)(1) and (2Section 5(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 opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 of rate or formula applicable to the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering the issuance of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms Agreement) the Company sells Notes to by one or more Agents pursuant as principal) the Operating Partnership sells Notes to a Terms Agreement such Agent or Agents as principal or (iv) if the Company shall approve Operating Partnership issues and sells Notes in a form of Indexed Note for salenot previously certified to the Agents by the Operating Partnership, the Company Operating Partnership shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents a the written opinion of Xxxx XxXxxxxx & Xxxxx, counsel reasonably to the Operating Partnership, or other counsel satisfactory to the AgentsAgent(s), dated the date of filing with the SEC Commission 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 AgentsAgent(s), of the same tenor as the opinions opinion referred to in Sections Section 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing 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 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, thatthat counsel need not render the opinion required under Section 5(a)(1)(xiv) upon the filing of any Quarterly Report on Form 10-Q which does not include information relating to such tax matters, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if unless the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsotherwise specify.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment filing of a preliminary pricing supplement or supplement providing solely for a change in the interest rates of the Notes Pricing Supplement or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 6(b)(i) 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling 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 (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) 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 by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by information or an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion opinions of Smith Helms Mulliss & Xxxxe, X.X.P., counsex xx the Corporation, and Paul J. Polking, Genexxx Xxxxxxx xx the Corporation, or other counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, document or 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 opinions referred to in Sections 5(a)(1) and (2Section 4(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes)Notes or (B) unless an Agent shall otherwise reasonably request, (ii) there is filed with the SEC by filing of any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iiiii) (if required pursuant by the Terms Agreement relating to the terms of a Terms Agreementsuch Notes) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleas 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 counsel reasonably satisfactory Xxxxxx X. Xxxxx, Esq., Senior Counsel to the AgentsGuarantor (or such other counsel as may be acceptable to the Agent(s)) and Xxxxx Xxxxxxxxxx LLP, special counsel to the Company and the Guarantor, each dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment 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 opinions referred to in Sections 5(a)(17(c) and (2d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any 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 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement providing relating solely for a change in to the interest rates rates, interest payment dates or maturity dates of the Notes or similar changes or information, (ii) solely for the inclusion of additional financial informationinformation (including any management's discussion and analysis), and, unless (iii) by an amendment made by the Agents shall otherwise reasonably specify, other than 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 that relates exclusively which is not required to an offering of debt securities other than be made available by the NotesCompany to any Agent pursuant to Section 4(b), ) or (ii2) there is filed with the SEC any document the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, 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 & Xxxxxxxx, counsel reasonably to the Company, and the General Counsel for the Company, 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 sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections Section 5(a)(1) and (2) 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 opinion opinions or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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, that in the event that an the sale of Indexed Note has been approved for sale Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Xxxxx & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall also confirm deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Note Notes from the Commodity Exchange Act and covering such other matters as the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if Company and/or the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none may reasonably request. If one or more of the Agents shall then hold any Notes as principal purchased pursuant reasonably determine that the information included in a filing by the Company 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 a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreementthe Agents in conjunction therewith, such Agent has held or Agents shall notify the Company promptly upon such Notes determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for more than 180 daysthe Company 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 Company shall not be obligated so Registration Statement and Prospectus as amended or supplemented to furnish the Agents with opinions until time of delivery of such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsopinion.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following the time that (i) 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 of the Notes or similar changes or solely for the inclusion Guarantor’s filing of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report its report on Form 10-Q), (iii) (if required pursuant to Q for the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for salequarter ended June 30 and its annual report on Form 10-K, the Company or the Guarantor shall furnish or cause to be furnished forthwith to the Agents each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the Guarantor, or other counsel reasonably satisfactory to the Agents, dated 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 bedelivery, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections 5(a)(1SECTION 5(a)1) and (2the disclosure statement referred to in SECTION 5(a)3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company or the Guarantor shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Guarantor, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in SECTION 5(a)1) and the disclosure statement referred to in SECTION 5(a)3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Guarantor (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Securities to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company or the Guarantor shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Guarantor, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in SECTION 5(a)1) and the disclosure statement referred to in SECTION 5(a)3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion opinion, and any applicable Disclosure Package; or, in lieu of any such opinion, counsel last furnishing such an opinion to the Agents such Agent shall 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 Statement, such Basic Prospectus and the Prospectus any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package); PROVIDED, HOWEVER, that, . In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in the event that an Indexed Note has been approved for sale by the Companythis Section 7(b), counsel to the Company Agents shall also confirm the exclusion or exemption deliver an opinion covering certain matters of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDEDNew York law, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes substantially as stated in their capacity as agents opinion rendered pursuant to SECTION 5(a)2), as well as a request from disclosure statement in substantially the Company, and none of the Agents shall then hold any Notes same form as principal purchased that required to be delivered by Senior Company Counsel (or other counsel) pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 daysthe provisions above in this Section 7(b), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

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 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 changes, or solely (y) setting forth financial statements or other information as of and for a fiscal period (unless, in the inclusion reasonable judgment of additional financial informationthe Distribution Agents, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to opinion of counsel should be furnished in light of such an offering of debt securities other than the Notesamendment)), (ii) there is filed with the SEC Commission or any bank regulatory agency any document incorporated by reference into the Prospectus (other Offering Circular, but in no event more than any proxy statement or Current Report on Form 8-K relating exclusively to once a quarter upon the issuance filing of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Parent’s Form 10-Q)Q unless requested by the Distribution Agents, (iii) (if required pursuant to in connection with the terms purchase of Bank Notes by a Terms AgreementDistribution Agent as principal) the Company Bank sells Bank Notes to one or more Agents pursuant to a Terms Agreement such agent as principal or (iv) the Company shall approve die Bank issues and sells Bank Notes in a form of Indexed Note for salenot previously certified to the Distribution Agents by the Bank, the Company Bank shall furnish or cause to be furnished forthwith to the Distribution Agents and to the Distribution Agents’ counsel to the Agents a written letter from each counsel last furnishing an opinion of counsel reasonably satisfactory to the Agents, dated 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 Agents, of the same tenor as the opinions referred to in Sections 5(a)(1Section 6(a)(i) and hereof (2) hereof, but modified, or such other counsel as necessary, to relate may be acceptable to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any 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 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); PROVIDED) or in lieu of such letter, HOWEVER, that, each such counsel (or such other counsel as may be acceptable to the Distribution Agents) may deliver a letter in the event that an Indexed Note has been approved for sale by the Companysame form as its letter referred to in Section 6(a)(i) but modified, counsel as necessary to relate to the Company shall also confirm Offering Circular as amended and supplemented to the exclusion or exemption tune of delivery of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant letter. With respect to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 daysthis Section 8(c), the Company shall not opinion referred to in Section 6(a)(ii) will also be obligated so furnished in the same manner contemplated above but only pursuant to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsSection 8(c)(iii) above.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus Offering Memorandum shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes any deemed amendment pursuant to the filing of any periodic report or solely for definitive proxy or information statement of the inclusion Company with the SEC pursuant to the requirements of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the NotesExchange Act), or (ii) there is filed if agreed to by each of the Indenture Parties, the Company and the applicable Initial Purchaser(s) in the applicable Terms Agreement in connection with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms purchase of a Terms Agreement) Tranche of Notes from the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleIssuer by such Initial Purchasers, the Company shall furnish or cause to be furnished forthwith to the Agents and applicable Initial Purchaser(s) (and, if applicable, to counsel to the Agents a written opinion of applicable Initial Purchaser(s)): (A) the letter from LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., counsel reasonably to the Company, or other counsel satisfactory to the Agentsapplicable Initial Purchaser(s), dated the date of filing with the SEC of such supplement amendment or documentsupplement, the date of effectiveness of such amendmentas applicable, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to such Initial Purchaser(s), containing a negative assurance paragraph concerning the Agentsaccuracy of the Offering Memorandum (the "Negative Assurance Paragraph"), of the same tenor as the opinions Negative Assurance Paragraph contained in Exhibit F-1 hereto, but modified, as necessary, to relate to the Offering Memorandum as amended and supplemented to the time of delivery of such Negative Assurance Paragraph or, in lieu of such Negative Assurance Paragraph, counsel last furnishing such Negative Assurance Paragraph to the applicable Initial Purchasers shall furnish such Initial Purchasers with a letter substantially to the effect that the applicable Initial Purchasers may rely on the most recently provided Negative Assurance Paragraph or opinion letter containing such Negative Assurance Paragraph to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such Negative Assurance Paragraph shall be deemed to relate to the Offering Memorandum as amended and supplemented to the time of delivery of such letter authorizing reliance) and (B) the written opinion of Xxxxx Xxxx & Xxxxxxxx, counsel to the Initial Purchasers, or other counsel reasonably satisfactory to the Initial Purchasers, dated the date of such amendment or supplement, as applicable, or the date of such sale, as the case may be, of the same tenor as the opinion referred to in Sections 5(a)(1) and (2Section 6(c)(ix) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus Offering Memorandum as amended and supplemented to the time of delivery of such opinion oropinion, or in lieu of any such opinion, counsel last furnishing such opinion to the Agents Initial Purchasers shall furnish the Agents such Initial Purchasers with a letter substantially to the effect that the Agents Initial Purchasers 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 Offering Memorandum as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDEDprovided, HOWEVERhowever, that, unless otherwise agreed with the applicable Initial Purchaser(s), any delivery of opinions as required by this Section 7(b) due to an event described in the event that an Indexed Note has been approved for sale by the Company, counsel clause (i) above shall only be required to be delivered prior to the Company shall also confirm pricing date for the exclusion or exemption Tranche of Notes issued immediately after such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes event described in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement clause (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsi) above.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents any Agent shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q, unless any Agent shall otherwise specify), (iii) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to one an Agent or more Agents pursuant to a Terms Agreement or (iv) if specifically requested by the Agent to or through whom the Notes are issued and sold, the Company shall approve a 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 Indexed Note for salethe 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 the General Counsel and Special Counsel to the Company, or other counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC Commission 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 Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (25(a)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any 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 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.