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SEC Filings

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purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Purchasers in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) the cost of preparing the Securities; (vi) the fees and expenses of the
Trustee and any agent of the Trustee and the fees and disbursements of counsel
for the Trustee in connection with the Indentures and the Securities; (vii) any
cost incurred in connection with the designation of the Securities for trading
in PORTAL; and (viii) all other costs and expenses incident to the performance
of its obligations hereunder which are not otherwise specifically provided for
in this Section. It is understood, however, that, except as provided in this
Section, and Sections 8 and 11 hereof, the Purchasers will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.

               7.    The obligations of the Purchasers hereunder shall be
subject, in their discretion, to the condition that all representations and
warranties and other statements of the Issuers herein are, at and as of the
Time of Delivery, true and correct, the condition that the Issuers shall have
performed all of their obligations hereunder theretofore to be performed, and
the following additional conditions:

               (a)    Debevoise & Plimpton, counsel for the Purchasers, shall
        have furnished to you such opinion or opinions, dated the Time of
        Delivery, with respect to the matters covered in paragraphs (i), (ii),
        (iv), (v), (vi), (vii), (viii), (xii) (as to the Securities) and (xiii)
        and the last paragraph of subsection (b) below as well as such other
        related matters as you may reasonably request, and such counsel shall
        have received such papers and information as they may reasonably
        request to enable them to pass upon such matters;

               (b)    Paul, Hastings, Janofsky & Walker LLP, counsel for the
        Issuers, shall have furnished to you their written opinion, dated the
        Time of Delivery, in form and substance satisfactory to you, to the
        effect that:

                      (i)    The Company has been duly formed and is validly
               existing as a limited liability company in good standing under
               the laws of the State of Delaware, and Charter Capital has been
               duly incorporated and is validly existing as a corporation in
               good standing under the laws of the State of Delaware; each of
               the Issuers has power and authority (corporate or other) to own
               or lease its properties and conduct its business as described in
               the Offering Circular and to execute, deliver and perform its
               obligations under this Agreement;

                      (ii)   All of the issued and outstanding limited
               liability company interests of the Company have been duly and
               validly authorized and issued and