ACT AND THE RULES AND REGULATIONS; THE INFORMATION IN THE PROSPECTUS
UNDER THE CAPTIONS "DESCRIPTION OF THE NOTES" AND "DESCRIPTION OF THE DEBT
SECURITIES" IS ACCURATE IN ALL MATERIAL RESPECTS; IT BEING UNDERSTOOD THAT SUCH
COUNSEL NEED EXPRESS NO OPINION OR BELIEF AS TO THE FINANCIAL STATEMENTS AND THE
NOTES THERETO, AND THE SUPPORTING SCHEDULES AND OTHER FINANCIAL OR STATISTICAL
DATA DERIVED THEREFROM CONTAINED OR INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT OR THE PROSPECTUS;
(VIII)
THIS AGREEMENT AND THE TERMS AGREEMENT HAVE EACH BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY THE COMPANY;
(IX)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE INDENTURE, THIS
AGREEMENT AND THE TERMS AGREEMENT, AND THE ISSUANCE AND SALE OF THE SECURITIES
AND COMPLIANCE WITH THE TERMS AND PROVISIONS THEREOF DID NOT AND WILL NOT RESULT
IN A BREACH OR VIOLATION OF ANY OF THE TERMS AND PROVISIONS OF, OR CONSTITUTE A
DEFAULT UNDER, ANY LAW, STATUTE, RULE, REGULATION, JUDGMENT OR ORDER OF ANY
GOVERNMENTAL AGENCY OR BODY OR ANY COURT HAVING JURISDICTION OVER THE COMPANY OR
ANY SUBSIDIARY OF THE COMPANY OR ANY OF THEIR PROPERTIES OR ANY CONTRACT,
INDENTURE, MORTGAGE, LOAN AGREEMENT, NOTE, DEED OF TRUST, LEASE OR OTHER
INSTRUMENT TO WHICH THE COMPANY OR ANY SUCH SUBSIDIARY IS A PARTY OR BY WHICH
THE COMPANY OR ANY SUCH SUBSIDIARY IS BOUND OR TO WHICH ANY OF THE PROPERTIES OF
THE COMPANY OR ANY SUCH SUBSIDIARY IS SUBJECT; AND SUCH ACTION WILL NOT RESULT
IN ANY VIOLATION OF THE PROVISIONS OF THE CHARTER OR BY-LAWS OF THE COMPANY OR
ANY SUCH SUBSIDIARY; THE COMPANY HAS THE POWER AND AUTHORITY TO AUTHORIZE, ISSUE
AND SELL THE SECURITIES AS CONTEMPLATED BY THIS AGREEMENT AND THE TERMS
AGREEMENT;
(X)
THE COMPANY IS NOT, AND UPON THE ISSUANCE AND SALE OF THE
SECURITIES AND THE APPLICATION OF THE NET PROCEEDS THEREFROM AS DESCRIBED IN THE
PROSPECTUS WILL NOT BE, AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED;
8
(XI)
TO THE BEST OF SUCH COUNSEL'S KNOWLEDGE AND INFORMATION, THERE IS
NOT PENDING OR THREATENED ANY ACTION, SUIT, PROCEEDING, INQUIRY OR INVESTIGATION
TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES THEREOF IS A PARTY OR TO WHICH
THE ASSETS, PROPERTIES OR OPERATIONS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
THEREOF IS SUBJECT, BEFORE OR BY ANY COURT OR GOVERNMENTAL AGENCY OR BODY,
DOMESTIC OR FOREIGN, WHICH MIGHT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE CHANGE IN THE PROPERTIES, ASSETS, OPERATIONS, BUSINESS OR CONDITION
(FINANCIAL OR OTHERWISE) OF THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE OR
WHICH MIGHT REASONABLY BE EXPECTED TO MATERIALLY AND ADVERSELY AFFECT THE
ASSETS, PROPERTIES OR OPERATIONS THEREOF OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED UNDER THE TERMS AGREEMENT OR THE PERFORMANCE BY THE COMPANY OF ITS
OBLIGATIONS THEREUNDER OR UNDER THE INDENTURE OR THE SECURITIES;
(XII)
TO THE BEST OF SUCH COUNSEL'S KNOWLEDGE AND INFORMATION, (A)
THERE ARE NO CONTRACTS, INDENTURES, MORTGAGES, LOAN AGREEMENTS, NOTES, DEEDS OF
TRUST, LEASES OR OTHER