Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company 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 Company, or other counsel satisfactory to such 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 such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) of this Agreement, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent shall furnish each Agent 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 Final Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such AgentThe Company agrees that during each Marketing Period, each time that the Registration Statement or the Final any Prospectus shall be amended or supplemented (other than by a Pricing Supplement or providing solely for the inclusion interest rates or maturities of additional financial informationthe Notes or the principal amount of Notes remaining to be sold or similar changes), and other than by an amendment or supplement which relates exclusively each time the Company sells Notes to an offering Agent as principal and the applicable Purchase Agreement specifies the delivery of 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 or there is filed the Company files with the SEC Commission any document incorporated by reference into the Final any Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith shall, (i) concurrently with such amendment, supplement, Time of Delivery relating to such Agent and to counsel to sale or filing or (ii) if such Agent amendment, supplement or filing was not filed during a written opinion Marketing Period, on the first day of the Senior Company next succeeding Marketing Period, furnish the Agents and their counsel with the written opinions of the General Counsel of the Company, or other counsel satisfactory each addressed to such Agent, the Agents and 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 such Agentthe Agents, of the same tenor effect as the opinion opinions referred to in Section 5(a)(15(e) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, each Prospectus as amended and or supplemented to the time of delivery of such opinion; provided, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); orhowever, that in lieu of such opinion, such counsel last furnishing such opinion to such Agent shall may furnish each Agent 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 Final Prospectus, each Prospectus as amended and or supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement an amendment or supplement providing information solely with respect to the terms of Notes or solely for the inclusion of additional financial information, and and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) and each time that the Company sells Notes to any Agent pursuant to a Terms Agreementor through one or more Agents, unless received by the Agent(s) participating in such sale, the Company shall furnish or cause to be furnished forthwith to such Agent and the Agents or the applicable Agent(s), as the case may be, with a copy to counsel to such Agent the Agents, a written opinion or opinions of counsel to the Senior Company Counsel of the Company, or other counsel satisfactory to such Agentthe Agents or the applicable Agent(s), as the case may be, dated the date of filing with the SEC of such supplement or documentsupplement, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to such Agentthe Agents or the applicable Agent(s), as the case may be, of the same tenor as the opinion opinions referred to in Section 5(a)(15(a) of this Agreement(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinionopinion or opinions, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the Agents or the applicable Agent(s), as the case may be, with a letter to the effect that the Agents or the applicable Agent(s), 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to an offering of securities other than the Notesbe sold or similar changes) or there is filed with the SEC Commission any document incorporated by reference into the Final ProspectusProspectus (other than any Current Report on Form 8-K) or, or (if required pursuant to so indicated in the terms of a applicable Terms Agreement) , the Company sells Notes to any Agent the Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent the Agents and to the Agents' counsel to such Agent a written opinion of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Senior Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to such Agentthe 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 such Agentthe Agents, of the same tenor as the opinion referred to in Section 5(a)(15(a) of this Agreement, hereof but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).; and

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement an amendment or supplement providing information solely with respect to the terms of Notes or solely for the inclusion of additional financial information, and and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) and each time that the Company sells Notes to any Agent pursuant to a Terms Agreementor through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company shall furnish or cause to be furnished forthwith to such Agent and the Agents or the applicable Agent(s), as the case may be, with a copy to counsel to such Agent the Agents, a written opinion or opinions of counsel to the Senior Company Counsel of and the Company, or other counsel Guarantor satisfactory to such Agentthe Agents or the applicable Agent(s), as the case may be, dated the date of filing with the SEC of such supplement or documentsupplement, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to such Agentthe Agents or the applicable Agent(s), as the case may be, of the same tenor as the opinion opinions referred to in Section 5(a)(15(a) of this Agreement(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinionopinion or opinions, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the Agents or the applicable Agent(s), as the case may be, with a letter to the effect that the Agents or the applicable Agent(s), 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each 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 Final Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a Pricing Supplement change in the interest rates or maturity dates of the Notes or similar changes or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) Notes or, except as hereinbefore described, an amendment or there is filed with supplement resulting from the SEC filing of any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreementtherein), the Company Corporation shall furnish or cause to be furnished forthwith to such Agent the Agents and to counsel to such Agent a the Agents the written opinion opinions of Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., counsel to the Senior Company Corporation, and Xxxx X. Xxxxxxx, General Counsel of to the CompanyCorporation, or other counsel satisfactory to such Agentthe 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 such Agentthe Agents, of the same tenor as the opinion opinions referred to in Section 5(a)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement)opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to such Agent the Agents shall furnish each Agent 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such AgentThe Company agrees that during each Marketing Period, each time that the Registration Statement or the Final any Prospectus shall be amended or supplemented (other than by a Pricing Supplement or providing solely for the inclusion interest rates or maturities of additional financial informationthe Notes or the principal amount of Notes remaining to be sold or similar changes), and other than by an amendment or supplement which relates exclusively each time the Company sells Notes to an offering Agent as principal and the applicable Purchase Agreement specifies the delivery of 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 or there is filed the Company files with the SEC Commission any document incorporated by reference into the Final any Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith shall, (i) concurrently with such amendment, supplement, Time of Delivery relating to such Agent 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 the Agents and to their counsel to such Agent a with the written opinion of the Senior Company General Counsel of to the Company, or other counsel satisfactory addressed to such Agent, the Agents and 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 such Agentthe Agents, of to the same tenor effect as the opinion opinions referred to in Section 5(a)(15(e)(1) of this Agreementand 5(e)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, each Prospectus as amended and or supplemented to the time of delivery of such opinion; provided, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); orhowever, that in lieu of such opinion, such counsel last furnishing such opinion to such Agent shall may furnish each Agent the Agents with a letter to the effect that the Agents may rely on such last prior opinion to the same extent as though if 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 Final Prospectus, each Prospectus as amended and or supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (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 any Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished forthwith to such Agent the Agent(s) and to counsel to such Agent a the Agents the written opinion of the Senior Company Counsel of Pietxxxxxxx Xxxxxx & Xlvaxxx XXX, counsel to the Company, or other counsel satisfactory to such Agentthe Agent(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 such Agentthe Agent(s), of the same tenor as the opinion referred to in Section 5(a)(15(b)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented supplemented, (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notesii) or there is filed with the SEC Commission any document incorporated by reference into the Final Prospectus, or (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 any the Agent pursuant as principal or (iv) if the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Agent by the Company, upon the request of the Agent the Company shall furnish or cause to be furnished forthwith to such the Agent and to counsel to such the Agent a the written opinion of counsel for the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, the 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 such the Agent, of the same tenor as the opinion referred to in Section 5(a)(15(b) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such the Agent shall furnish each the 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the ------------------------------------- Registration Statement or the Final Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a Pricing Supplement change in the interest rates or other terms of Notes commonly included in a pricing supplement or similar changes or solely for the inclusion of additional financial information, and and, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, Prospectus (other than any Current Report on Form 8-K or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms AgreementQuarterly Report on Form 10-Q), the Company shall promptly furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent the Agents a written opinion of the Senior Company a General Counsel or any Assistant General Counsel of the Company, Company or other counsel satisfactory to such Agentthe 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 such Agentthe Agents, of the same tenor as the opinion opinions referred to in Section 5(a)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to such Agent the Agents shall furnish each Agent the Agents with a letter substantially in the form of Exhibit C 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company The Province shall furnish or cause to be furnished forthwith to such an applicable Agent and party to counsel to such Agent a Terms Agreement a written opinion if the Province sells Notes to an Agent pursuant to a Terms Agreement and agrees to deliver such opinion pursuant to the terms of such Terms Agreement, which opinion shall be of the Senior Company Counsel Deputy Attorney General, Assistant Deputy Attorney General or Acting Assistant Deputy Attorney General of the CompanyProvince or any solicitor who is an employee of the Crown and seconded to the Legal Services Branch, Ministry of Finance, addressed to the Minister of Finance of the Province, and of Shearman & Sterling LLP, United States counsel to the Province, or other counsel satisfactory to such Agent, Agent party to a Terms Agreement 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 such Agent, of the same tenor as the opinion opinions referred to in Section 5(a)(1Sections 5(b) of this Agreementand 5(c) hereof, but modified, as necessary, to relate to the Registration Statement Statement, the Prospectus and the Final Prospectus, Time of Sale Information as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, each counsel last furnishing such opinion to such the Agent shall furnish each 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that ------------------------------------- (i) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (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 any Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished forthwith to such Agent the Agent(s) and to counsel to such Agent a the Agents the written opinion of the Senior Company Counsel of Xxxxxxx Coie LLP counsel to the Company, or other counsel reasonably satisfactory to such Agentthe Agent(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 such Agentthe Agent(s), of the same tenor as the opinion referred to in Section 5(a)(15(b)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a Pricing Supplement change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and and, other than by an amendment or supplement 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 Final ProspectusProspectus (other than any Current Report on Form 8-K, or 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 any an Agent pursuant as principal or (iv) if the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished forthwith to such Agent the Agents and to counsel to such Agent the Agents a written opinion of the Senior Company Elizxxxxx X. Xxx, Xxq., General Counsel of to the Company, or other counsel satisfactory to such Agent, 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 such Agentthe Agents, of the same tenor as the opinion referred to in Section 5(a)(1) of this Agreement, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided that the opinion delivered with respect to (iv) above may be limited to the due authorization, execution, delivery and enforceability of such Disclosure Package)Notes and the description thereof in the Prospectus conforms to the terms of such Notes.

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (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 any Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished forthwith to such Agent the Agent(s) and to counsel to such Agent a the Agents the written opinion of the Senior Company Mary Xxx Xxxxx, Xxneral Counsel of the Company, or other counsel satisfactory to such Agentthe Agent(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 such Agentthe Agent(s), of the same tenor as the opinion referred to in Section 5(a)(15(b)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the Agent(s) 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 Final Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).letter

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by the Agent as principal) the Company sells Notes to any the Agent pursuant as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agent by the Company, the Company shall furnish or cause to be furnished forthwith to such the Agent and to counsel to such the Agent a the written opinion of the Senior Company General Counsel of the Company, or other counsel satisfactory to such the Agent, and, at least once annually, counsel for the 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 such the Agent, of the same tenor as the opinion referred to in Section 5(a)(15(b) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such the Agent shall furnish each the 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such AgentSubject to the provisions ------------------------------------- of Section 4(l) hereof, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of or a Pricing Supplement change in the interest rates, maturity or price of the Notes or similar changes or solely for the inclusion of additional financial information, information and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes) or there is filed with the SEC Commission any document incorporated by reference into the Final ProspectusProspectus (other than any Quarterly Report on Form 10-Q or any Current Report on Form 8-K, unless such Agent shall otherwise reasonably request) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any such Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent the Agents a written opinion of the Senior Company Counsel of the Company, O'Melveny & Xxxxx or other counsel satisfactory to such Agent, 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 such Agent, of the same tenor as the opinion opinions referred to in Section Sections 5(a)(1) of this Agreementand (a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement)opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion to such Agent shall furnish each 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the ------------------------------------- Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (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 any Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished forthwith to such Agent the Agent(s) and to counsel to such Agent a the Agents the written opinion of the Senior Company Counsel of Xxxxxxx Coie, counsel to the Company, or other counsel reasonably satisfactory to such Agentthe Agent(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 such Agentthe Agent(s), of the same tenor as the opinion referred to in Section 5(a)(15(b)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the Registration Statement Statements or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to an offering of securities other than the Notesbe sold or similar changes) or there is filed with the SEC Commission any document incorporated by reference into the Final ProspectusProspectus (other than any Current Report on Form 8-K) or, or (if required pursuant to so indicated in the terms of a applicable Terms Agreement) , the Company sells Notes to any Agent the Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent the Agents and to the Agents' counsel to such Agent a written opinion of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Senior Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to such Agentthe 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 such Agentthe Agents, of the same tenor as the opinion referred to in Section 5(a)(15(a) of this Agreement, hereof but modified, as necessary, to relate to the Registration Statement Statements and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent 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 Statements and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).; and

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the ------------------------------------- Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (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 any Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished forthwith to such Agent the Agent(s) and to counsel to such Agent a the Agents the written opinion of the Senior Company Counsel of Arent Fox Xxxxxxx Xxxxxxx & Xxxx, PLLC, counsel to the Company, or other counsel satisfactory to such Agentthe Agent(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 such Agentthe Agent(s), of the same tenor as the opinion referred to in Section 5(a)(15(b)(1) of this Agreementand 5(b)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes) by post-effective amendment or there is filed in connection with the SEC any document incorporated by reference into filing of the Final ProspectusCompany’s Annual Report on Form 20-F, or (ii) (if required pursuant in connection with the purchase of Notes from the Company by one or more Agents as principal and agreed to by the terms of a Terms AgreementCompany) the Company sells Notes to any Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to such Agent the Agent(s) and to counsel to such Agent a the Agents the written opinion opinions of the Senior Company Counsel of the CompanyXxxxxxxx Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx and Xxxxxx Xxxxxx LLP, or other counsel satisfactory to such Agentthe Agent(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 such Agentthe Agent(s), of the same tenor as the opinion opinions referred to in Section 5(a)(15(b)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); opinions or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to such Agent the Agents shall furnish each Agent the Agent(s) with a letter letters substantially to the effect that the Agents Agent(s) 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 and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter letters authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (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 any Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished forthwith to such Agent the Agent(s) and to counsel to such Agent a the Agents the written opinion of Dickxxxxx Xxxgxx XXXC, special counsel to the Senior Company and Arnoxx X. Xxxxxxx, Xxneral Counsel of to the Company, or other counsel satisfactory to such Agentthe Agent(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 such Agentthe Agent(s), of the same tenor as the opinion referred to in Section 5(a)(15(b)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented supplemented, (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notesii) or there is filed with the SEC Commission any document incorporated by reference into the Final Prospectus, or (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by the Purchasing Agent as principal) the Company sells Notes to any the Purchasing Agent pursuant as principal or (iv) if the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Purchasing Agent by the Company, upon the request of the Purchasing Agent the Company shall furnish or cause to be furnished forthwith to such the Purchasing Agent and to counsel to such the Purchasing Agent a the written opinion of counsel for the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, the 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 satisfactory to such the Purchasing Agent, of the same tenor as the opinion referred to in Section 5(a)(15(b) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such the Purchasing Agent shall furnish each the Purchasing Agent with a letter to the effect that the Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented through the filing of a quarterly report on Form 10-Q or an annual report on Form 10-K or otherwise (other than by a Pricing Supplement or solely except for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively limited to an information as to the offering or sale of securities other than the a particular tranche of Notes) or there a new Registration Statement is filed used by the Company with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant respect to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms AgreementNotes, the Company shall furnish or cause to be furnished forthwith or otherwise make available promptly to such Agent and to counsel to such Agent the Agents a written opinion of the Senior Company Associate General Counsel - Treasury of the Company, Company or of such other counsel satisfactory to such Agentthe 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 such Agentthe Agents, of the same tenor as the opinion referred to in Section 5(a)(15(a) of this Agreement, hereof but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinionopinion or the new Registration Statement, and as the applicable Disclosure Package (if such opinion is required by a Terms Agreement); case may be, or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliancereliance or the new Registration Statement, and such Disclosure Packageas the case may be).; and

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively relating to an offering of equity securities or debt securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, Prospectus (other than any Current Report on Form 8-K) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent the Agents and to counsel to such Agent the Agents a written opinion of the Senior Company Counsel of Chapxxx xxx Cutlxx, xxunsel to the Company, or other counsel satisfactory to such Agent, 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 such Agentthe Agents, of the same tenor as the opinion referred to in Section 5(a)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the Registration ------------------------------------- Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to an offering of securities other than the Notesbe sold or similar changes) or there is filed with the SEC Commission any document incorporated by reference into the Final ProspectusProspectus (other than any Current Report on Form 8-K) or, or (if required pursuant to so indicated in the terms of a applicable Terms Agreement) , the Company sells Notes to any Agent the Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent the Agents and to the Agents' counsel to such Agent a written opinion of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Senior Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to such Agentthe 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 such Agentthe Agents, of the same tenor as the opinion referred to in Section 5(a)(15(a) of this Agreement, hereof but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).; and

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each ------------------------------------- time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the interest rates or maturities of the Notes or the principal amount of the Notes remaining to an offering of securities be sold or other than changes as agreed to by the NotesAgents on a case-by-case basis) or there is filed the Company files with the SEC Commission any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall shall, concurrently with such amendment, supplement or filing, furnish or cause to be furnished forthwith to such Agent the Agents and to counsel to such Agent Dewey Ballantine with a written opinion of the Senior Company Counsel of counsel to the CompanyCompaxx xxxxxxxxx xx Section 4(b)(1), or other counsel satisfactory addressed to such Agent, the Agents and 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 such Agentthe Agents, of the same tenor as the opinion referred to in Section 5(a)(1) of this AgreementExhibit 1, but modified, modified as necessary, necessary to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and or supplemented to the time of delivery of such opinion; provided, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); orhowever, that in lieu of such opinion, -------- ------- such counsel last furnishing such opinion to such Agent shall may furnish each Agent the Agents with a letter to the effect that the Agents may rely on such last prior opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and or supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or [(if required pursuant in connection with the purchase of Notes from the Company by one or more Agents as principal)] the Company sells Notes to the terms of a Terms Agreementone or more Agents[, whether] as principal [or as agent] or (iii) the Company sells Notes in a form not previously certified to any Agent pursuant to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished forthwith to such Agent the Agent(s) and to counsel to such Agent a the Agents the written opinion of the Senior Company Counsel of Robexx Xxxxxxxx, Xxq., counsel to the Company, or other counsel satisfactory to such Agentthe Agent(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 such Agentthe Agent(s), of the same tenor as the opinion referred to in Section 5(a)(15(b)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to an offering of securities other than the Notesbe sold or similar changes) or there is filed with the SEC Commission any document incorporated by reference into the Final ProspectusProspectus (other than any Current Report on Form 8-K) or, or (if required pursuant to so indicated in the terms of a applicable Terms Agreement) , the Company sells Notes to any Agent the Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent the Agents and to the Agents' counsel to such Agent a written opinion of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Senior Company or Xxxxxxxx X. Xxxxxxxxxx, Vice President and General Counsel of the Company, or other counsel satisfactory to such Agentthe 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 such Agentthe Agents, of the same tenor as the opinion referred to in Section 5(a)(15(a) of this Agreement, hereof but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).; and

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company General Counsel of the Company, or other counsel satisfactory to such 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 such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent shall furnish each Agent 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). Each time that the Company files with the SEC an Annual Report on Form 10-K that is incorporated by reference into the Prospectus, counsel to the Agents shall furnish to each Agent a written opinion dated the date of such filing of the 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 Prospectus as amended and supplemented to the time of delivery of such Disclosure Packageopinion; or in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish each Agent with a letter to the effect that the Agents 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 be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the ------------------------------------- Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to an offering of securities other than the Notesbe sold or similar changes) or there is filed with the SEC Commission any document incorporated by reference into the Final ProspectusProspectus (other than any Current Report on Form 8-K) or, or (if required pursuant to so indicated in the terms of a applicable Terms Agreement) , the Company sells Notes to any Agent the Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent the Agents and to the Agents' counsel to such Agent a written opinion of the Senior Company Counsel Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and Chief Legal Officer, or H. Xxxxx Xxxxxx, Deputy General Counsel, of the Company, or other counsel satisfactory to such Agentthe 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 such Agentthe Agents, of the same tenor as the opinion referred to in Section 5(a)(15(a) of this Agreement, hereof but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).; and

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) there is filed with the Commission any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (ii) (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 any the Purchasing Agent pursuant as principal (iii) at such times as may reasonably be requested by the Purchasing Agent in the event of a material change in circumstances in respect of the Company or (iv) the Company sells Notes in a form not previously certified to a Terms Agreementthe Purchasing Agent by the Company, the Company shall furnish or cause to be furnished forthwith to such the Purchasing Agent and to counsel to such the Purchasing Agent a the written opinion of the Senior Company Counsel of the Company's General Counsel, or other counsel satisfactory to such the Purchasing 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 such the Purchasing Agent, of the same tenor as the opinion referred to in Section 5(a)(15(b)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such the Purchasing Agent shall furnish each the 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a Pricing Supplement change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information), and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, Prospectus or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any an Agent pursuant to a Terms Agreement, or the Company sells Notes in a form not previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith to such Agent the Agents and to counsel to such Agent the Agents a written opinion of the Senior Company Xx. Xxxx or Xx. Xxxxxxxxx, Counsel of to the Company, or other counsel satisfactory to such Agent, 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 such Agentthe Agents, of the same tenor as the opinion referred to in Section 5(a)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for a change in the interest rate or formula applicable to an offering the Notes or a change in the principal amount of securities other than the Notes) Notes remaining to be sold or similar changes), or there is filed with the SEC any document incorporated by reference into the Final ProspectusProspectus (other than a document setting forth or incorporating by reference financial statements or other information as of and for a fiscal quarter, unless specifically requested by all of the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by one or more Agents as principal) the Company sells Notes to any such Agent pursuant to a Terms Agreementor Agents as principal, the Company and U S WEST shall furnish or cause to be furnished forthwith to such Agent the Agent(s) and to counsel to such Agent the Agents a written opinion of counsel to the Senior Company Counsel of the Companyand U S WEST, or other counsel satisfactory to such Agentthe Agent(s), 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 such Agentthe Agent(s), of the same tenor as the opinion referred to in Section 5(a)(15(b)(1) of this Agreement, hereof but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the Agent(s) with a letter 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that any annual report of the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively Company filed pursuant to an offering of securities other than the NotesSection 13(a) or there 15(d) of the 1934 Act is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant unless waived by the Agent) there is filed with the Commission any document incorporated by reference into the Final Prospectus (other than any Current Report on Form 8-K or Quarterly Report on Form 10-Q, unless each Agent shall otherwise specify) or (unless waived by such Agent with respect to the terms of a particular Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such each Agent and to Agent Counsel a letter from counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such 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 such Agent, of the same tenor as last furnishing the opinion referred to in Section 5(a)(16(b)(2) of this Agreement, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent shall furnish each Agent with a letter hereof 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance) or, in lieu of such letter, Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Company, or other counsel satisfactory to such Agent, shall furnish an opinion, dated the date of delivery of such opinion and in form satisfactory to such Disclosure Package)Agent, of the same tenor as the opinion referred to in Section 6(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. If so requested by such Agent, each Each time that (i) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively providing solely for the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (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 any Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished forthwith to such Agent the Agent(s) and to counsel to such Agent a the Agents the written opinion of the Senior Company Counsel of Xxxxxxx Coie LLP counsel to the Company, or other counsel reasonably satisfactory to such Agentthe Agent(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 such Agentthe Agent(s), of the same tenor as the opinion referred to in Section 5(a)(15(b)(1) of this Agreementhereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent the Agents shall furnish each Agent the 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 Final Prospectus, Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

Subsequent Delivery of Legal Opinions. If so requested by such AgentThe Company agrees that during each Marketing Period, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for Supplement), each time the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively Company sells Notes to an offering Agent as principal and the applicable Purchase Agreement specifies the delivery of securities other than legal opinions under this Section 6(c) as a condition to the Notes) or 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 Final Prospectus, or Prospectus (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to other than any Agent pursuant to a Terms AgreementCurrent Report on Form 8-K unless an agent shall otherwise reasonably request), the Company shall furnish or cause to be furnished forthwith (i) concurrently with such amendment, supplement and Time of Delivery relating to such Agent 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 the Agents and to their counsel with the written opinions of counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory addressed to such Agent, the Agents and 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 such Agentthe Agents, of the same tenor as the opinion opinions referred to in Section 5(a)(1Sections 5(e), 5(f) of this Agreementand 5(g) hereof, respectively, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, Prospectus as amended and or supplemented to the time of delivery of such opinion; provided, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); orhowever, that in lieu of such opinionopinions, such counsel last furnishing such opinion to such Agent shall may furnish each Agent 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 Final Prospectus, Prospectus as amended and or supplemented to the time of delivery of such letter letters authorizing reliance, and such Disclosure Package).