GENERAL ADVERTISING) WAS USED
BY THE COMPANY, ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES
IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES TO THE PURCHASER.
(D)
NEITHER THE COMPANY NOR ANY OTHER PERSON ACTING ON BEHALF OF THE
COMPANY HAS SOLD OR ISSUED ANY SECURITIES THAT WOULD BE INTEGRATED WITH THE
OFFERING OF THE NOTES CONTEMPLATED BY THIS AGREEMENT PURSUANT TO THE SECURITIES
ACT, THE RULES AND REGULATIONS THEREUNDER OR THE INTERPRETATIONS THEREOF BY THE
COMMISSION.
THE COMPANY WILL TAKE REASONABLE PRECAUTIONS DESIGNED TO INSURE
THAT ANY OFFER OR SALE, DIRECT OR INDIRECT, IN THE UNITED STATES OR TO ANY U.S.
PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT), OF ANY NOTES OR ANY
SUBSTANTIALLY SIMILAR SECURITY ISSUED BY THE COMPANY, WITHIN SIX MONTHS
SUBSEQUENT TO THE DATE HEREOF, IS MADE UNDER RESTRICTIONS AND OTHER
CIRCUMSTANCES REASONABLY DESIGNED NOT TO AFFECT THE STATUS OF THE OFFER AND SALE
OF THE NOTES PURSUANT TO THIS AGREEMENT AS TRANSACTIONS EXEMPT FROM THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT.
(E)
NO ORDER OR DECREE OF ANY GOVERNMENTAL AUTHORITY ASSERTING THAT
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT HAS BEEN ISSUED, AND NO PROCEEDING FOR THAT
PURPOSE HAS COMMENCED OR IS PENDING BEFORE ANY GOVERNMENTAL AUTHORITY OR, TO THE
KNOWLEDGE OF THE COMPANY IS CONTEMPLATED.
(F)
THE COMPANY IS A CORPORATION DULY INCORPORATED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
THE
COMPANY HAS ALL CORPORATE POWERS AND ALL LICENSES, AUTHORIZATIONS, CONSENTS AND
APPROVALS OF ALL GOVERNMENTAL AUTHORITIES REQUIRED TO CARRY ON ITS BUSINESS AS
NOW CONDUCTED.
THE COMPANY IS DULY QUALIFIED TO DO BUSINESS AS A FOREIGN
CORPORATION AND IS IN GOOD STANDING IN EVERY JURISDICTION IN WHICH THE FAILURE
TO DO SO WOULD REASONABLY BE EXPECTED TO RESULT, INDIVIDUALLY OR IN THE
AGGREGATE, IN AN ADVERSE EFFECT.
(G)
THE COMPANY HAS ALL NECESSARY CORPORATE POWER AND AUTHORITY TO
EXECUTE, ISSUE, SELL AND PERFORM ITS OBLIGATIONS UNDER THE NOTES.
THE NOTES
HAVE BEEN DULY AUTHORIZED BY THE COMPANY AND, WHEN DULY EXECUTED BY THE COMPANY
IN ACCORDANCE WITH THE TERMS OF THE INDENTURE, ASSUMING DUE AUTHENTICATION OF
THE NOTES BY THE TRUSTEE, UPON DELIVERY TO THE PURCHASER AGAINST PAYMENT
THEREFOR IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE INDENTURE, WILL
BE VALIDLY ISSUED AND DELIVERED AND WILL CONSTITUTE VALID AND BINDING
OBLIGATIONS OF THE COMPANY ENTITLED TO THE BENEFITS OF THE INDENTURE,
ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH THEIR TERMS, SUBJECT, AS TO
ENFORCEMENT OF REMEDIES, TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY OR GENERAL EQUITABLE
PRINCIPLES.
NO QUALIFICATION OF THE INDENTURE UNDER THE TRUST INDENTURE ACT OF
1939 (THE
2
Information redacted pursuant to a confidential treatment request.
An
unredacted version
of this exhibit has been filed separately with the Commission.
"TRUST INDENTURE ACT") IS REQUIRED IN CONNECTION WITH THE OFFER AND SALE OF THE
NOTES CONTEMPLATED HEREBY.
(H)
EXCEPT WITH