(b) The representations and warranties of the Issuer and the Guarantor contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Issuer, the Guarantor and their officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.
(c) Simpson Thacher & Bartlett LLP, counsel for the Underwriters, shall have furnished to the Underwriters such opinion or opinions, dated the Closing Date, with respect to such matters as the Underwriters 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.
(d) Munger, Tolles & Olson LLP, counsel for the Issuer and the Guarantor, shall have furnished to the Underwriters their written opinion and 10b-5 statement, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Annex C hereto.
(e) Emmet, Marvin & Martin LLP, special counsel to the Trustee, shall have furnished to the Underwriters their written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, to the effect that:
(i) The Trustee is a national banking corporation duly incorporated and validly existing under the laws of the United States;
(ii) The execution, delivery and performance by the Trustee of the Indenture, and the authentication and delivery by the Trustee of the certificates evidencing the Securities, have been duly authorized by all necessary corporate action on the part of Trustee; the Indenture has been duly executed and delivered by the Trustee and constitutes a valid and legally binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, and other similar laws relating to or affecting creditors rights generally and to general equity principles; and the certificates evidencing the Securities have been duly authenticated by the Trustee; and
(iii) No consent of any federal or New York state banking authority is required for the execution, delivery or performance by the Trustee of its obligations under the Indenture.
(f) On the date of this Agreement and as of the Closing Date, Deloitte & Touche LLP shall have furnished to the Underwriters a letter, dated the Closing Date, in form and substance satisfactory to the Underwriters and in the form agreed to by the parties hereto.
(g) Since December 31, 2018, there shall not have been any change in the capital stock or long-term debt of the Issuer, the Guarantor or any Significant Subsidiary or any change,