Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and counsel to the Agents a written opinion of Xxxxxxxx X. XxXxxx, Esq., Chief Securities Counsel to the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement); provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) ------------------------------------- an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Noteschanges) or there is filed with the SEC Commission any document incorporated by reference in into the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereofK) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent the Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and counsel to the Agents Agents' counsel a written opinion of Xxxxxxxx Xxxxxx X. XxXxxxXxxxx, Esq., Chief Securities Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel to of the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion, opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.and

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in relating solely to the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with ), including an amendment effected by the SEC any filing of a document incorporated by reference in into the Registration Statement or Prospectus (other than (x) any Current Report the filing of a current report on Form 8-K containing only information responsive to item 5 thereof (and including any exhibits listed under item 7 thereto relating exclusively to the issuance of securities other than the Notes information provided pursuant to such item 5 and any such exhibit attached to such report), or (yii) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents a the written opinion of Xxxxxxxx X. XxXxxx, Esq., Chief Securities Counsel senior in-house counsel to the Company, or other counsel reasonably satisfactory to the AgentsAgent(s), dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the AgentsAgent(s), of the same tenor as the opinion opinions referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a5(b)(1) hereof as (including the Agents may requestform of both Exhibits B-1 and B-2), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, opinions or, in lieu of such opinionopinions, counsel last furnishing each such opinion to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that the Company shall so furnish or cause to be furnished an opinion of Skadxxx, Xxps, Slate, Meagxxx xxx Flom XXX or other counsel reasonably satisfactory to the Agent(s) each year with respect to the Company's filing of its Annual Report on Form 10-K, dated the date of the filing of such report with the Commission, in form and substance reasonably satisfactory to the Agent(s), of the same tenor as the opinion referred to in Section 5(b)(1) with respect to Exhibit B-1, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; provided, further, that in the case of an amendment or supplement referred to in clause (i) above, if the Company has suspended solicitation shall in good faith determine that it does not intend to be in the market during the three months after the date of purchases filing of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principalsuch amendment or supplement, the Company shall not be obligated so may deliver to furnish the Agents a notice, which shall be dated the date of delivery thereof to the Agents, to such effect, in which event the obligation of the Company pursuant to clause (i) above with an opinion respect to such amendment or opinions supplement shall be deemed suspended until the earlier of (x) such time as the Company shall determine so notifies the Agents that it wishes to re-enter the solicitation of purchases market and (y) the next such amendment or supplement of the Notes should be resumed Prospectus or Registration Statement (provided that this clause (y) shall subsequently enter into a new Terms Agreement with an Agent.not prevent the Company from

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in relating solely to the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes), (ii) or there is filed (if required in connection with the SEC any document incorporated purchase of Notes from the Operating Partnership by reference in one or more Agents as principal) the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or, if so indicated in the applicable Terms Agreement, the Company Operating Partnership sells Notes to an Agent pursuant one or more Agents as principal or (iii) the Operating Partnership sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Operating Partnership, the Company Operating Partnership shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents a the written opinion of Xxxxxxxx X. XxXxxxXxxx XxXxxxxx & Xxxxx LLP, Esq., Chief Securities Counsel counsel to the CompanyOperating Partnership, or other counsel satisfactory to the AgentsAgent(s), dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment 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)(15(b)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion, 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 and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereofNotes) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an the Purchasing Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents Purchasing Agent and counsel to the Agents Purchasing Agent a written opinion of Xxxxxxxx Xxxx X. XxXxxxXxxxxxxx, Esq., Chief Securities Senior Counsel to the Company, or other counsel satisfactory to the AgentsPurchasing Agent, dated the date of delivery of such opinion, in form satisfactory to the AgentsPurchasing Agent, of the same tenor as the opinion referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents Purchasing Agent may request, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementopinion, or, in lieu of such opinion, counsel last furnishing such opinion to the Agents Purchasing Agent shall furnish the Agents Purchasing Agent with a letter to the effect that the Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreementreliance); provided, however, that if the Company has Purchasing Agent shall have suspended solicitation of purchases of the Notes through the Agents in its capacity as agent pursuant to Section 3(a) hereofa request from the Company, and the Agents Purchasing Agent shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents Purchasing Agent with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an the Purchasing Agent.

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates any annual report of the Notes Company filed pursuant to Section 13(a) or a change in 15(d) of the principal amount of Notes remaining to be sold or similar changes 1934 Act is incorporated by reference into the Final Prospectus, or (iiiunless waived by the Lead Agent) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC Commission any document incorporated by reference in into the Final Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Quarterly Report on Form 810-K filed Q, unless the Lead Agent shall otherwise specify), or (unless waived by the Company under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or, if so indicated in the applicable Lead Agent with respect to a particular Terms Agreement, ) the Company sells Notes to an the Lead Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and counsel to the Agents a written opinion Lead Agent, on behalf of Xxxxxxxx X. XxXxxx, Esq., Chief Securities Counsel to the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory and to the Agents, of the same tenor as Agent Counsel a letter from counsel last furnishing the opinion referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a6(b)(2) hereof as the Agents may request, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents Lead Agent, on behalf of the Agents, may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion, 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 reliance) or, in lieu of such letter, Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the General Disclosure Package if Company, or other counsel satisfactory to the Lead Agent, shall furnish an opinion, dated the date of delivery of such opinion and in connection with a sale of Notes pursuant form satisfactory to a Terms Agreement); providedthe Lead Agent, however, that if the Company has suspended solicitation of purchases of the Notes through same tenor as the Agents pursuant opinion referred to in Section 3(a6(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Agents shall not hold any Notes Final Prospectus as principal, amended and supplemented to the Company shall not be obligated so to furnish the Agents with an opinion or opinions until time of delivery of such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agentopinion.