INSTRUMENTS REQUIRED TO BE DESCRIBED OR REFERRED TO IN
THE REGISTRATION STATEMENT OR TO BE FILED AS EXHIBITS THERETO, OTHER THAN THOSE
DESCRIBED OR REFERRED TO THEREIN OR FILED OR INCORPORATED BY REFERENCE AS
EXHIBITS THERETO, AND (B) NO DEFAULT EXISTS IN THE DUE PERFORMANCE OR OBSERVANCE
OF ANY OBLIGATION, AGREEMENT, COVENANT OR CONDITION CONTAINED IN ANY CONTRACT,
INDENTURE, MORTGAGE, LOAN AGREEMENT, NOTE, DEED OF TRUST, LEASE OR OTHER
INSTRUMENT WHICH BREACH WOULD, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL
ADVERSE EFFECT ON THE PROPERTIES, ASSETS, OPERATIONS, BUSINESS OR CONDITION
(FINANCIAL OR OTHERWISE) OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE;
AND
(XIII)
NOTHING HAS COME TO SUCH COUNSEL'S ATTENTION THAT CAUSES SUCH
COUNSEL TO BELIEVE THAT THE REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT THERETO, AS OF ITS EFFECTIVE DATE, THE DATE OF THE TERMS AGREEMENT OR
THE APPLICABLE CLOSING DATE, CONTAINED OR CONTAINS, AS THE CASE MAY BE, ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED OR OMITS TO STATE, AS THE CASE
MAY BE, ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING OR THAT THE PROSPECTUS OR ANY AMENDMENT OR
SUPPLEMENT THERETO, AS OF ITS DATE, THE DATE OF THE TERMS AGREEMENT OR THE
APPLICABLE CLOSING DATE, INCLUDED OR INCLUDES, AS THE CASE MAY BE, ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITTED OR OMITS TO STATE, AS THE CASE MAY BE,
ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; AND THE
DESCRIPTIONS IN THE REGISTRATION STATEMENT AND PROSPECTUS OF STATUTES, LEGAL AND
GOVERNMENTAL PROCEEDINGS AND CONTRACTS AND OTHER DOCUMENTS CONSTITUTE AN
ACCURATE SUMMARY OF SUCH STATUTES, PROCEEDINGS, CONTRACTS AND OTHER DOCUMENTS 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.
(D)
THE UNDERWRITERS SHALL HAVE RECEIVED FROM SIDLEY AUSTIN BROWN &
WOOD LLP, COUNSEL FOR THE UNDERWRITERS, SUCH OPINION OR OPINIONS, DATED THE
CLOSING DATE, WITH RESPECT TO THE SECURITIES, THE REGISTRATION STATEMENT, THE
PROSPECTUS AND OTHER RELATED MATTERS AS THEY MAY REQUIRE, AND THE COMPANY SHALL
HAVE FURNISHED TO SUCH COUNSEL SUCH DOCUMENTS AS THEY REQUEST FOR THE PURPOSE OF
ENABLING THEM TO PASS UPON SUCH MATTERS.
9
(E)
THE UNDERWRITERS SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
CLOSING DATE, OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OR ANY VICE PRESIDENT
AND THE PRINCIPAL FINANCIAL OR ACCOUNTING OFFICER OF THE COMPANY IN WHICH SUCH
OFFICERS, TO THE BEST OF THEIR KNOWLEDGE AFTER REASONABLE INVESTIGATION, SHALL
STATE THAT THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN THIS AGREEMENT
ARE TRUE AND CORRECT, THAT THE COMPANY HAS COMPLIED WITH ALL AGREEMENTS AND
SATISFIED ALL CONDITIONS ON ITS PART TO BE PERFORMED OR SATISFIED HEREUNDER AT
OR PRIOR