In form and substance satisfactory, with reasonable opinion, to the Joint Lead Managers including (I) due diligence having been conducted and completed, (II) receipt by the Issuer of all approvals required for the issuance of the Debentures, (III) documentation for the Debentures, including terms and conditions and appropriate business description disclosure in the prospectus, (IV) receipt by the Joint Lead Managers of appropriate legal opinions from external counsel, and (V) the issue rating achieved at level indicated in the Assumed Issue Rating above.