(h)  PORTAL Designation.  The Notes shall have been designated PORTAL-eligible securities in accordance with the rules and regulations of the National Association of Securities Dealers, Inc.

(i)  Additional Documents.  On or before each of the Closing Date and the Option Closing Date, if applicable, the Initial Purchaser and counsel for the Initial Purchaser shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Initial Purchaser by notice to the Company at any time on or prior to the Closing Date and, with respect to the Optional Notes, at any time prior to the Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 7 Section 8, Section  9, Section 11 and Section  12 shall at all times be effective and shall survive such termination.

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