PAYMENTS OUTSIDE OF THE UNITED STATES
OR IN A FOREIGN CURRENCY OR CURRENCY UNIT;
(III)
THE SECURITIES AND THE INDENTURE CONFORM IN ALL MATERIAL RESPECTS
TO THE DESCRIPTION THEREOF CONTAINED IN THE PROSPECTUS;
(IV)
THE INDENTURE HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
THE COMPANY, HAS BEEN DULY QUALIFIED UNDER THE TRUST INDENTURE ACT AND
CONSTITUTES A VALID AND LEGALLY BINDING OBLIGATION OF THE COMPANY, ENFORCEABLE
AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, SUBJECT TO (A) BANKRUPTCY,
INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION, MORATORIUM AND SIMILAR LAWS OF
GENERAL APPLICABILITY RELATING TO OR AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS, (B) TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW), (C) ANY
REQUIREMENT THAT A CLAIM WITH RESPECT TO ANY SECURITY DENOMINATED IN OTHER THAN
U.S. DOLLARS (OR A JUDGMENT DENOMINATED IN OTHER THAN U.S. DOLLARS IN RESPECT OF
SUCH CLAIM) BE CONVERTED INTO U.S. DOLLARS AT A RATE OF EXCHANGE PREVAILING ON A
DATE DETERMINED IN ACCORDANCE WITH APPLICABLE LAW AND (D) GOVERNMENTAL AUTHORITY
TO LIMIT, DELAY OR PROHIBIT THE MAKING OF PAYMENTS OUTSIDE OF THE UNITED STATES
OR IN A FOREIGN CURRENCY OR CURRENCY UNIT;
(V)
EACH DOCUMENT FILED PURSUANT TO THE EXCHANGE ACT AND INCORPORATED
BY REFERENCE IN THE PROSPECTUS (OTHER THAN THE FINANCIAL STATEMENTS AND THE
NOTES THERETO AND THE SUPPORTING SCHEDULES AND OTHER FINANCIAL OR STATISTICAL
DATA DERIVED THEREFROM CONTAINED OR INCORPORATED BY REFERENCE THEREIN, AS TO
WHICH NO OPINION NEED BE GIVEN) COMPLIED WHEN FILED, OR AS SUBSEQUENTLY AMENDED,
AS TO FORM IN ALL MATERIAL RESPECTS WITH THE EXCHANGE ACT AND THE RULES AND
REGULATIONS THEREUNDER;
7
(VI)
NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF, OR FILING WITH,
ANY GOVERNMENTAL AGENCY OR BODY OR ANY COURT IS REQUIRED BY THE COMPANY FOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TERMS
AGREEMENT IN CONNECTION WITH THE ISSUANCE OR SALE OF THE SECURITIES BY THE
COMPANY, EXCEPT SUCH AS HAVE BEEN OBTAINED AND MADE UNDER THE ACT AND THE TRUST
INDENTURE ACT AND SUCH AS MAY BE REQUIRED UNDER STATE SECURITIES LAWS OR BLUE
SKY LAWS OF VARIOUS JURISDICTIONS;
(VII)
THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE UNDER THE ACT, THE
PROSPECTUS WAS DULY FILED WITH THE COMMISSION PURSUANT TO THE SUBPARAGRAPH OF
RULE 424(B) SPECIFIED IN SUCH OPINION ON THE DATE SPECIFIED THEREIN, AND, TO THE
KNOWLEDGE OF SUCH COUNSEL, NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT OR OF ANY PART THEREOF HAS BEEN ISSUED AND NO PROCEEDINGS
FOR THAT PURPOSE HAVE BEEN INSTITUTED OR ARE PENDING OR THREATENED UNDER THE
ACT; THE REGISTRATION STATEMENT, AS OF ITS EFFECTIVE DATE, THE DATE OF THE TERMS
AGREEMENT AND THE APPLICABLE CLOSING DATE, AND THE PROSPECTUS, AS OF THE DATE OF
THE TERMS AGREEMENT AND THE APPLICABLE CLOSING DATE, AND ANY AMENDMENT OR
SUPPLEMENT THERETO, AS OF ITS DATE, COMPLIED AND COMPLY AS TO FORM IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE ACT, THE EXCHANGE ACT, THE TRUST
INDENTURE