AND THE OFFERING MEMORANDUM), THE COMPANY WILL FURNISH TO THE INITIAL
PURCHASERS AND COUNSEL FOR THE INITIAL PURCHASERS A COPY OF SUCH WRITTEN
COMMUNICATION FOR REVIEW AND WILL NOT USE, AUTHORIZE, APPROVE OR REFER TO ANY
SUCH WRITTEN COMMUNICATION TO WHICH THE INITIAL PURCHASERS REASONABLY OBJECT.
SECTION 4.
PAYMENT OF EXPENSES.
(A)
THE COMPANY SHALL PAY OR CAUSE TO BE PAID (A) ALL FEES AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF THE COMPANY'S
ACCOUNTANTS, BUT EXCLUDING THE FEES AND EXPENSES OF COUNSEL FOR THE INITIAL
PURCHASERS (CRAVATH, SWAINE & MOORE LLP)), IN EACH CASE INCURRED IN CONNECTION
WITH THE PREPARATION AND DELIVERY OF THE FINAL OFFERING MEMORANDUM, THE PRICING
DISCLOSURE PACKAGE, THE PRELIMINARY OFFERING MEMORANDUM, AND ANY AMENDMENTS OR
SUPPLEMENTS OF THE FOREGOING AND ANY DOCUMENTS INCORPORATED BY REFERENCE INTO
ANY OF THE FOREGOING AND THE COPYING, DELIVERY AND SHIPPING OF THIS AGREEMENT,
(B) ALL FEES AND EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION AND
DELIVERY TO THE INITIAL PURCHASERS OF THE SECURITIES (INCLUDING THE COST OF
PRINTING THE SECURITIES), (C) ANY FEES REQUIRED TO BE PAID TO RATING AGENCIES
INCURRED IN CONNECTION WITH THE RATING OF THE SECURITIES, (D) THE FEES, COSTS
AND CHARGES OF THE TRUSTEE, INCLUDING THE FEES AND DISBURSEMENTS OF COUNSEL FOR
THE TRUSTEE, AND (E) ALL OTHER COSTS AND EXPENSES INCIDENT TO THE PERFORMANCE OF
ITS OBLIGATIONS HEREUNDER FOR WHICH PROVISION IS NOT OTHERWISE MADE IN THIS
SECTION.
IT IS UNDERSTOOD, HOWEVER, THAT, EXCEPT AS PROVIDED IN THIS SECTION,
SECTION 7 AND SECTION 9 HEREOF, EACH INITIAL PURCHASER SHALL PAY ALL OF ITS OWN
COSTS AND EXPENSES, INCLUDING THE FEES OF ITS COUNSEL CRAVATH, SWAINE &
MOORE LLP.
SECTION 5.
CONDITIONS OF INITIAL PURCHASER'S OBLIGATIONS.
THE
OBLIGATIONS OF EACH INITIAL PURCHASER HEREUNDER ARE SUBJECT TO THE ACCURACY, AS
OF THE DATE HEREOF AND AS OF THE CLOSING DATE (AS IF MADE AT THE CLOSING DATE),
OF THE RESPECTIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED IN
SECTION 1 HEREOF, TO THE PERFORMANCE BY THE COMPANY OF THEIR RESPECTIVE
OBLIGATIONS HEREUNDER, AND TO THE FOLLOWING FURTHER CONDITIONS:
9
(A)
OPINION OF GENERAL COUNSEL OF THE COMPANY.
THE INITIAL PURCHASERS
SHALL HAVE RECEIVED ON THE CLOSING DATE AN OPINION OF THE GENERAL COUNSEL OF THE
COMPANY, DATED THE CLOSING DATE TO THE EFFECT SET FORTH IN EXHIBIT A HERETO.
(B)
OPINION OF COUNSEL FOR THE INITIAL PURCHASERS.
THE INITIAL
PURCHASERS SHALL HAVE RECEIVED ON THE CLOSING DATE AN OPINION OF CRAVATH,
SWAINE & MOORE LLP, COUNSEL FOR THE INITIAL PURCHASERS, DATED THE CLOSING DATE
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE INITIAL PURCHASERS.
(C)
OFFICERS' CERTIFICATE.
AT THE CLOSING DATE, NEITHER THE COMPANY
NOR ANY OF ITS SUBSIDIARIES SHALL HAVE SUSTAINED SINCE THE DATE OF THE LATEST
AUDITED FINANCIAL STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THE
OFFERING MEMORANDUM AND PRICING DISCLOSURE PACKAGE ANY MATERIAL LOSS OR
INTERFERENCE WITH ITS BUSINESS FROM FIRE, EXPLOSION, FLOOD OR OTHER CALAMITY,
WHETHER OR NOT COVERED BY INSURANCE, OR FROM ANY LABOR DISPUTE OR COURT OR
GOVERNMENTAL ACTION,