REGISTRATION OR QUALIFICATION, NOT TO EXCEED $15,000); (V) THE FURNISHING OF
SUCH COPIES OF THE PRICING DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM, AND
ALL AMENDMENTS AND SUPPLEMENTS THERETO, AS MAY BE REASONABLY REQUESTED FOR USE
IN CONNECTION WITH THE 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, IF ANY; (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; (XII) ALL REASONABLE TRAVEL
EXPENSES OF EACH INITIAL PURCHASER AND ALL SUCH TRAVEL EXPENSES OF THE COMPANY'S
OFFICERS AND EMPLOYEES AND (XIII) ANY OTHER REASONABLE EXPENSES OF EACH INITIAL
PURCHASER AND ANY EXPENSES OF 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 GIBSON,
DUNN & CRUTCHER 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.
(B)
ALL CORPORATE PROCEEDINGS AND OTHER LEGAL MATTERS
INCIDENT TO THE AUTHORIZATION, FORM AND VALIDITY OF THIS AGREEMENT, THE
SECURITIES, THE CONVERSION SHARES, THE INDENTURE, THE SECURITY DOCUMENTS, 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)
O'MELVENY & MYERS 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 B HERETO OR OTHERWISE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE INITIAL PURCHASERS, AND O'MELVENY & MYERS LLP, THE COMPANY'S
22
LOCAL ITALIAN, CAYMAN ISLANDS, AND CHINESE COUNSEL SHALL HAVE DELIVERED THE
RESPECTIVE OPINIONS REQUIRED