EXEMPT RESALES; (VI) THE PREPARATION OF CERTIFICATES FOR
THE SECURITIES (INCLUDING, WITHOUT LIMITATION, PRINTING AND ENGRAVING THEREOF);
(VII) THE APPLICATION FOR QUOTATION OF THE SECURITIES IN THE PORTAL MARKETSM
(INCLUDING ALL DISBURSEMENTS AND LISTING FEES); (VIII) THE APPROVAL OF THE
SECURITIES BY DTC FOR "BOOK-ENTRY" TRANSFER (INCLUDING FEES AND EXPENSES OF
COUNSEL); (IX) THE RATING OF THE SECURITIES; (X) THE OBLIGATIONS OF THE TRUSTEE,
ANY AGENT OF THE TRUSTEE AND THE COUNSEL FOR THE TRUSTEE IN CONNECTION WITH THE
INDENTURE AND THE SECURITIES; (XI) THE PERFORMANCE BY THE COMPANY OF THEIR OTHER
OBLIGATIONS UNDER THIS AGREEMENT; AND (XII) ALL TRAVEL EXPENSES (CONSISTENT WITH
THE COMPANY'S TRAVEL POLICY) OF EACH INITIAL PURCHASER AND THE COMPANY'S
OFFICERS AND EMPLOYEES AND ANY OTHER EXPENSES OF EACH INITIAL PURCHASER AND THE
COMPANY IN CONNECTION WITH ATTENDING OR HOSTING MEETINGS WITH PROSPECTIVE
PURCHASERS OF THE SECURITIES, AND EXPENSES ASSOCIATED WITH ANY ELECTRONIC ROAD
SHOW.
7.
CONDITIONS TO INITIAL PURCHASERS'
OBLIGATIONS.
THE RESPECTIVE OBLIGATIONS OF THE INITIAL PURCHASERS HEREUNDER ARE
SUBJECT TO THE ACCURACY, WHEN MADE AND ON AND AS OF THE CLOSING DATE, OF THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED HEREIN, TO THE
PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS HEREUNDER, AND TO EACH OF THE
FOLLOWING ADDITIONAL TERMS AND CONDITIONS:
(A)
THE INITIAL PURCHASERS SHALL NOT HAVE
DISCOVERED AND DISCLOSED TO THE COMPANY ON OR PRIOR TO THE CLOSING DATE THAT THE
PRICING DISCLOSURE PACKAGE OR THE OFFERING MEMORANDUM, OR ANY AMENDMENT OR
SUPPLEMENT THERETO, CONTAINS AN UNTRUE STATEMENT OF A FACT WHICH, IN THE OPINION
OF LATHAM & WATKINS LLP, COUNSEL TO THE INITIAL PURCHASERS, IS MATERIAL OR OMITS
TO STATE A FACT WHICH, IN THE OPINION OF SUCH COUNSEL, IS MATERIAL AND IS
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING.
23
(B)
ALL CORPORATE PROCEEDINGS AND OTHER LEGAL
MATTERS INCIDENT TO THE AUTHORIZATION, FORM AND VALIDITY OF THIS AGREEMENT, THE
SECURITIES, THE REGISTRATION RIGHTS AGREEMENT, THE INDENTURE, THE PRICING
DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM, AND ALL OTHER LEGAL MATTERS
RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
REASONABLY SATISFACTORY IN ALL MATERIAL RESPECTS TO COUNSEL FOR THE INITIAL
PURCHASERS, AND THE COMPANY SHALL HAVE FURNISHED TO SUCH COUNSEL ALL DOCUMENTS
AND INFORMATION THAT THEY MAY REASONABLY REQUEST TO ENABLE THEM TO PASS UPON
SUCH MATTERS.
(C)
(I) COOLEY GODWARD KRONISH LLP SHALL HAVE
FURNISHED TO THE INITIAL PURCHASERS ITS WRITTEN OPINION, AS COUNSEL TO THE
COMPANY, ADDRESSED TO THE INITIAL PURCHASERS AND DATED THE CLOSING DATE,
SUBSTANTIALLY IN THE FORM OF EXHIBIT C-1 HERETO.
(ii) Grantland Bryce, General Counsel of the Company, shall have furnished to
the Initial Purchasers its written opinion, as counsel to the Company, addressed
to the Initial Purchasers and dated the Closing Date, substantially in the form
of Exhibit C-2 hereto.
(D)
(I) KNOBBE MARTENS OLSON & BEAR SHALL HAVE
FURNISHED TO THE INITIAL PURCHASERS ITS WRITTEN OPINION, AS INTELLECTUAL
PROPERTY COUNSEL TO THE COMPANY, ADDRESSED TO THE INITIAL PURCHASERS AND DATED
THE CLOSING DATE, SUBSTANTIALLY IN THE FORM OF