Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Reasonably promptly following the time of the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, 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 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 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 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 Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such 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 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, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following the time of the CompanyGuarantor’s filing of its report on Form 10-Q for the quarter 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 each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, 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 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 CompanyGuarantor, 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 Company Guarantor (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes 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 CompanyGuarantor, 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, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that (i) the time 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 rate or formula applicable to the Notes, providing solely for the inclusion of additional financial information, or, unless the Agents shall otherwise specify, relating solely to the issuance and/or offering of securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes, unless the Agents shall otherwise specify), (iii) (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to such Agent or Agents as principal, (iv) the Company sells Notes in a form not previously certified to the Agents by the Company or (v) the Agents resume solicitation of purchases of the Company’s filing Notes in their capacity as Agents at the request of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-KCompany following any suspension thereof, the Company shall furnish or cause to be furnished forthwith to each Agent the Agent(s) and to counsel to the Agents a the written opinion of Woodxxx, Xxll & Primx, X.C., counsel to the Senior Company Counsel of the Company, or and Zurax X. Xxxxxxxxxxx xx other counsel satisfactory to the AgentsAgent(s), dated the date of deliveryfiling 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(s), of the same tenor as the opinion opinions referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3(2) respectively 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 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 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 Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such 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 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, and any applicable Disclosure Package; opinion or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent the Agents shall furnish such Agent the Agent(s) with a letter substantially to the effect that such Agent the 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, such Basic Statement and the Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably At or promptly following the time of the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of deliveryfiling with the SEC of such document, in form and substance satisfactory to the Agents, 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 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 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 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 Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such 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 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, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York and California law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably At or promptly following the time of the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, 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 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 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 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 Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such 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 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, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following the time of the CompanyGuarantor’s filing of its report on Form 10-Q for the quarter 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 each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section ‎Section 5(a)(1) and the disclosure statement referred to in Section ‎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 CompanyGuarantor, 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 ‎Section 5(a)(1) and the disclosure statement referred to in Section ‎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 Company Guarantor (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes 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 CompanyGuarantor, 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 ‎Section 5(a)(1) and the disclosure statement referred to in Section ‎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, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section ‎Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following The Company agrees that during each Marketing Period (unless a suspension shall be in effect under Section 2(b)), each time that the time Registration Statement or any Prospectus shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the Company’s filing Notes or the principal amount of its report Notes remaining to be sold or similar changes and other than an amendment or supplement relating exclusively to an offering of debt securities other than Notes), each time the Company sells Notes to 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 such Purchase Agreement or the Company files with the Commission any document incorporated by reference into any Prospectus (other than a Current Report on Form 108-Q for K which contains no financial information and which, in the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel reaosnable judgment of the Company, contains no information that is materially important to the business, financial condition or other results of operations of the Company and its subsidiaries taken as a whole), 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 (unless a suspension shall be in effect under Section 2(b)), furnish the Agents and their counsel with the written opinions of counsel to the Company specified in Section 5(e) hereof, each addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor effect as the opinion opinions referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(35(e) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, each 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 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 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 Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such 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 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; provided, and any applicable Disclosure Package; orhowever, that in lieu of any such opinion, each such counsel last furnishing such an opinion may deliver to such Agent shall furnish such Agent with the Agents and their counsel a letter to the effect that such Agent 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, such Basic Statement and each Prospectus and any such Prospectus, as amended and or supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In ; provided further that in connection with any opinion and disclosure statement delivered by Senior such filing, except the filing of the Company's Annual Report on Form 10-K, the Company Counsel (or other counsel) pursuant may deliver to the provisions above in this Section 7(b), Agents and their counsel only the legal opinion of counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated Company specified in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel5(e)(2) pursuant to the provisions above in this Section 7(b)hereof.

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that the time 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 Company’s Notes or changes in other terms of the Notes, (ii) an amendment or supplement providing solely for the inclusion of additional financial information or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated, or deemed to be incorporated, by reference into the Prospectus (other than the filing of its report a Current Report on Form 10-Q for the quarter ended June 30 and its annual report on Form 108-K, unless delivery of an opinion is reasonably requested by the Agents with respect to such filing), the Company sells Notes in a form not previously certified by the Company to the Agents, or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall furnish or cause to be furnished forthwith furnished, promptly following such amendment, supplement or filing or on the Settlement Date with respect to each Agent and to counsel 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 written letter substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinion referred to in Section 5(a) hereof or, in lieu of the Senior Company Counsel of the Companysuch letter, or a letter from other counsel satisfactory to counsel for the Agents, dated the date of delivery, delivery of such letter and in form and substance satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(a)(15(a) hereof (other than the matters covered by Section 5(a)(viii) to the extent it relates to the execution and the disclosure statement referred to in Section 5(a)(3) hereofdelivery of this Agreement), 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 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 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 Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such 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 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, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that the time 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 Company’s Notes or changes in other terms of the Notes, (ii) an amendment or supplement providing solely for the inclusion of additional financial information or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated, or deemed to be incorporated, by reference into the Prospectus (other than the filing of its report a Current Report on Form 10-Q for the quarter ended June 30 and its annual report on Form 108-K, unless delivery of an opinion is reasonably requested by the Agents with respect to such filing), the Company sells Notes in a form not previously certified by the Company to the Agents, or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall furnish or cause to be furnished forthwith furnished, promptly following such amendment, supplement or filing or on the Settlement Date with respect to each Agent and to counsel 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 written letter substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinion referred to in Section 5(a) hereof or, in lieu of the Senior Company Counsel of the Companysuch letter, or a letter from other counsel satisfactory to counsel for the Agents, dated the date of delivery, delivery of such letter and in form and substance satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(35(a) 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 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 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 Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such 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 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, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following the Each time of the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1that (i) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and or the Basic Prospectus, as Prospectus shall be amended and or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for the inclusion of additional financial information, and, unless such Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) there is filed with the SEC any Nondocument incorporated by reference into the Prospectus (other than any Current Report on Form 8-General Supplement) K relating exclusively to the time issuance of delivery of such opinion. In addition, if so requested by an Agent, when debt securities under the Registration Statement or filed pursuant to Item 5 of Form 8-K, unless such Agent shall otherwise reasonably specify), (iii) (if required in connection with the Basic Prospectus is amended purchase of Notes by such Agent as principal) the Company sells Notes to such Agent as principal or is supplemented (iv) if the Company issues and sells Notes in a form not previously certified to the Agents by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act)Company, the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent the Agents a written opinion or opinions of the Senior Company Counsel of Liddell, Sapp, Zivley, Hill & XxXxxx, L.L.P., counsel 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 Agent, of the same tenor as the opinion opinions referred to in Section Sections 5(a)(1), (a)(3) and the disclosure statement referred to in Section 5(a)(3(a)(4) 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 Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such 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 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, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Statement and the Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that (i) the time Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the determination of the variable terms of the Notes or relating solely to the offering of securities other than the Notes), (ii) (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent the Agent(s) and to counsel to the Agents a the written opinion opinions of each of Xxxxxxx X. Xxxxxx, Xx., Executive Vice President, General Counsel, Chief Administrative Officer and Secretary of the Senior Company Counsel of Company, and Xxxxxx & Xxxxxxxx, counsel to the Company, or other counsel satisfactory to the AgentsAgent(s), dated the date of deliveryfiling with the Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(35(b)(1) 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 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 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 Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such 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 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, and any applicable Disclosure Package; opinion or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent the Agents shall furnish such Agent the Agent(s) with a letter substantially to the effect that such Agent the 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, such Basic Statement and the Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).