IN THIS SECTION.
(B)
IF THE SALE OF THE NOTES PROVIDED FOR HEREIN IS NOT CONSUMMATED
BECAUSE ANY CONDITION TO THE OBLIGATIONS OF THE INITIAL PURCHASERS SET FORTH IN
SECTION 6 HEREOF IS NOT SATISFIED OR BECAUSE OF ANY FAILURE, REFUSAL OR
INABILITY ON THE PART OF THE COMPANY TO PERFORM ALL OBLIGATIONS AND SATISFY ALL
CONDITIONS ON ITS PART TO BE PERFORMED OR SATISFIED HEREUNDER OTHER THAN BY
REASON OF A DEFAULT BY ANY OF THE INITIAL PURCHASERS, THE COMPANY WILL REIMBURSE
THE INITIAL PURCHASERS UPON DEMAND FOR ALL REASONABLE OUT-OF-POCKET EXPENSES
(INCLUDING REASONABLE COUNSEL FEES AND DISBURSEMENTS) THAT SHALL HAVE BEEN
INCURRED BY THEM IN CONNECTION WITH THE PROPOSED PURCHASE AND SALE OF THE NOTES.
6.
CONDITIONS TO THE INITIAL PURCHASERS' OBLIGATIONS.
THE
OBLIGATIONS OF THE INITIAL PURCHASERS TO PURCHASE AND PAY FOR THE NOTES SHALL BE
SUBJECT TO THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN
SECTION 1 HEREOF, IN EACH CASE AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE,
AS IF MADE ON AND AS OF THE CLOSING DATE, TO THE ACCURACY OF THE STATEMENTS OF
THE COMPANY'S OFFICERS MADE PURSUANT TO THE PROVISIONS HEREOF, TO THE
PERFORMANCE BY THE COMPANY OF ITS COVENANTS AND AGREEMENTS HEREUNDER AND TO THE
FOLLOWING ADDITIONAL CONDITIONS:
(a)
The Initial Purchasers shall have received (i) an opinion, dated
the Closing Date, of Latham & Watkins LLP, counsel for the Company, in form and
substance satisfactory to the Initial Purchasers, to the effect set forth in
Exhibit A hereto.
(b)
The Initial Purchasers shall have received an opinion, dated the
Closing Date, of Winston & Strawn LLP, Counsel for the Initial Purchasers, with
respect to the issuance and sale of the Notes and such other related matters as
the Initial Purchasers may reasonably require to the effect set forth in Exhibit
B hereto, and the Company shall have furnished to such counsel such documents as
it may reasonably request for the purpose of enabling it to pass upon such
matters.
(c)
The Initial Purchasers shall have received an opinion, dated the
Closing Date, of Davis Polk & Wardwell, counsel for the Initial Purchasers, with
respect to the enforceability of the Indenture and certain other matters, to the
effect set forth in Exhibit C hereto.
16
(d)
Robert Beury, General Counsel of the Company, shall have furnished
to the Initial Purchasers his written opinion addressed to the Initial
Purchasers and dated such Closing Date, in form and substance reasonably
satisfactory to the Initial Purchasers, substantially in the form attached
hereto as Exhibit D.
(e)
Elvinger Hoss et Prussen shall have furnished to the Initial
Purchasers its written opinion, as Luxembourg counsel to the Company, addressed
to the Initial Purchasers and dated such Closing Date, in form and substance
reasonably satisfactory to the Initial Purchasers, substantially in the form
attached hereto as Exhibit E.
(f)
All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Transaction Documents,
the