Common use of Conditions to Purchase of Option Securities Clause in Contracts

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the option described in Section 3 to purchase all or any of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b), 8(c) and 8(i), respectively. (d) At the Date of Delivery, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d) and 8(e), respectively. (e) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plc, in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g) and 8(h), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the exercise their option described provided in a Terms Agreement as set forth in Section 3 2(b) hereof to purchase all or any of the Option Securities, the Underwriters exercise such option Securities and the Date Second Time of Delivery determined by you after consultation with the Company pursuant to Section 3 2(b) is later than the Closing TimeFirst Time of Delivery, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this the applicable Terms Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by of the Company of its obligations hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated have been threatened by the Commission, ; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date Second Time of Delivery, the provisions of Section 8(g6(e) shall have been complied with at and as of the Date Second Time of Delivery and, at the Date Second Time of Delivery, you shall have received a certificate of any authorized director or executive officer the Chairman of the CompanyBoard, President or Vice President and the Treasurer or Controller of the Company with respect to the provisions of Section 5(e), dated as of the Date Second Time of Delivery, to such effect. (c) At the Date Second Time of Delivery, you shall have received signed the favorable opinions from Xxxxxx Xxxxxxxx of Xxxxx Xxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, XxxxxXxxxxx, Xxxxxx & Xxxxxx Xxxxxxxx (New York) LLP, each outside counsel for the Depositary, if Company reasonably acceptable to the Offered Securities include SharesRepresentatives, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, dated as of the Date Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions opinion required by Sections 8(bSection 6(b), 8(c) and 8(i), respectively. (d) At the Date Second Time of Delivery, you shall should have received the signed opinions favorable opinion of U.S. the Company's General Counsel reasonably acceptable to the Representatives, together with reproduced copies of such opinion for each of the other Underwriters in form reasonably satisfactory to counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions opinion required by Sections 8(d) and 8(eSection 6(c), respectively. (e) At the Date Second Time of Delivery, you shall have received the favorable opinion of counsel for the Underwriters, dated as of the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(d). (f) At the Second Time of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plcthe Accountants, in form and substance reasonably satisfactory to you and dated as of the Date Second Time of Delivery, to the effect that they reaffirm the statements made in the respective letters letter furnished pursuant to Section 8(g) and 8(h6(f), except that the specified date referred to shall be a date not more than five days prior to the Date Second Time of Delivery. (fg) At the Date Second Time of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(dSection 7(e) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company Company, at or prior to the Date Second Time of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters. (h) At the Second Time of Delivery, you shall have received the favorable opinion of special tax counsel for the Company reasonably acceptable to the Representatives, together with reproduced copies of such opinion for each of the Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, dated the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(k) and addressed to the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the option described in Section 3 to purchase all or any of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder and to the following further conditions: (a) Each of the The Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b), 8(c) and 8(i8(d), respectively. (d) At the Date of Delivery, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d8(e) and 8(e8(f), respectively. (e) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP andthe Auditor, and in respect of periods period prior to 1 January 2015, KPMG Audit Plc, in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g8(h) and 8(h8(i), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d8(e) and 8(e8(f) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the any Underwriter exercises its option described provided in Section 3 2(b) hereof to purchase all or any portion of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company contained herein contained, to and the performance statements in any certificates furnished by the Company and any of its obligations subsidiaries hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, true and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g) shall have been complied with at and correct as of the Date each date of Delivery delivery and, at the Date relevant date of Deliverydelivery, you the Representatives shall have received received: (i) a certificate of any authorized director or executive officer of the Companycertificate, dated as of the Date date of Deliverydelivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to such effect.Section 5(e) hereof remains true and correct as of the date of delivery; (cii) At if requested by the Date Representatives, the opinion, negative assurance letter and tax opinion, dated as of Deliverythe date of delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, Xxxxx, of Xxxxxx & Xxxxxx Xxxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, Company relating to the Option Securities to be purchased on such date of delivery and otherwise to the same effect as the opinions opinion, negative assurance letter and tax opinion required by Sections 8(b), 8(cSection 5(b) and 8(i), respectively.hereof; (diii) At if requested by the Date of DeliveryRepresentatives, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwritersopinion, dated as of the Date date of Deliverydelivery, of Xxxxxxx LLP, special Maryland counsel for the Company, relating to the Option Securities to be purchased on such date of delivery and otherwise to the same effect as the opinions opinion required by Sections 8(dSection 5(c) and 8(e), respectively.hereof; (eiv) At if requested by the Date of DeliveryRepresentatives, you shall have received a letter from each of PricewaterhouseCoopers LLP andthe opinion, in respect of periods prior to 1 January 2015, KPMG Audit Plc, in form and substance satisfactory to you and dated as of the Date date of Deliverydelivery, of of O’Melveny & Xxxxx LLP, counsel for the Underwriters, relating to the Option Securities to be purchased on such date of delivery and otherwise to the same effect that they reaffirm as the statements made opinion required by Section 5(d) hereof; and (v) if requested by the Representatives, a letter from Ernst & Young LLP, dated as of the date of delivery, substantially in the respective letters same form and substance as the letter furnished pursuant to Section 8(g5(g) and 8(h)hereof, except that the specified date referred to shall be a date not more than five three business days prior to the Date date of Deliverydelivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the option described in Section 3 to purchase all or any of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g7(g) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received a signed opinion of the Group General Manager, Legal and Compliance, of HSBC Holdings plc, or the Deputy Group Legal Advisor to HSBC Holdings plc, in either case dated as of the Date of Delivery, together with signed or reproduced copies of such opinion for each of the Underwriters, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 7(c). (d) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include SharesShares and the counsel for the Book-Entry Depositary, if the Offered Securities include Debt Securities, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b7(b), 8(c7(d), 7(j) and 8(i7(k), respectively. (de) At the Date of Delivery, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d7(e) and 8(e7(f), respectively. (ef) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plc, in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g7(h) and 8(h7(i), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (fg) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d7(e) and 8(e7(f) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the option described in Section 3 to purchase all or any of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g7(g) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received a signed opinion of the Group General Manager, Legal and Compliance, of HSBC Holdings plc, or the Deputy Group Legal Advisor to HSBC Holdings plc, in either case dated as of the Date of Delivery, together with signed or reproduced copies of such opinion for each of the Underwriters, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 7(c). (d) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b7(b), 8(c7(d), 7(j) and 8(i7(k), respectively. (de) At the Date of Delivery, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d7(e) and 8(e7(f), respectively. (ef) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plc, in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g7(h) and 8(h7(i), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (fg) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d7(e) and 8(e7(f) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the option described in Section 3 to purchase all or any of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g6(g) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of the Chief Executive Officer or any authorized director or other executive officer of the Company, and the Chief Financial Officer or the Financial Controller of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received a signed opinion of the Group General Manager, Legal and Compliance, of HSBC Holdings plc, or the Deputy Group Legal Advisor to HSBC Holdings plc, in either case dated as of the Date of Delivery, together with signed or reproduced copies of such opinion for each of the Underwriters, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(c). (d) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPNorton Rose, U.S. counsel and English solicitors for the Company, XxxxxClearx, Xxxxxx Xxxxxxxx, Steen & Hamilton, U.S. counsel for the Company, Emmet, Xxxxin & Xxxxxx LLP, counsel for the Depositary, xx xxx Xxxxred Xxxxxities include Shares and the counsel for the Book-Entry Depositary, if the Offered Securities include SharesDebt Securities, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b6(b), 8(c6(d), 6(j) and 8(i6(k), respectively. (de) At the Date of Delivery, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d6(e) and 8(e6(f), respectively. (ef) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plcplc, in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g6(h) and 8(h6(i), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (fg) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d6(e) and 8(e6(f) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the exercise their option described provided in Section 3 2(b) hereof to purchase all or any portion of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company Fund contained herein contained, to and the performance statements in any certificates furnished by the Company of its obligations Fund hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, true and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g) shall have been complied with at and correct as of the each Date of Delivery and, at the relevant Date of Delivery, you the Representatives shall have received a certificate of any authorized director or executive officer of the Companyreceived: (i) Officers' Certificates. Certificates, dated as of the such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such effectDate of Delivery. (cii) At the Date Opinions of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors Counsel for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, Fund and the Advisers. The favorable opinions of counsel for the DepositaryFund and the Advisers, if substantially in the Offered Securities include Sharesforms set forth in Exhibit A, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form Exhibit B and substance satisfactory to counsel for the UnderwritersExhibit C hereto, dated as of the such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Sections 8(b), 8(cSection 5(b) and 8(i), respectivelyhereof. (diii) At the Date Opinion of Delivery, you shall have received the signed opinions of U.S. counsel Counsel for the Underwriters. The favorable opinion of Clifford Chance US XXX, and English solicitors xxunsel for the Underwriters, dated as of the such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Sections 8(dSection 5(c) and 8(e), respectivelyhereof. (eiv) At the Date of Delivery, you shall have received a Bring-down Comfort Letter. A letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit PlcDeloitte & Touche LLP, in form and substance satisfactory to you the Representatives and dated as of the such Date of Delivery, substantially in the same form and substance as the letter furnished to the effect that they reaffirm the statements made in the respective letters furnished Representatives pursuant to Section 8(g5(f) and 8(h)hereof, except that the "specified date referred date" in the letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to the such Date of Delivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the exercise their option described in Section 3 to purchase all or any portion of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company contained herein contained, to and the performance statements in any certificates furnished by the Company or any of its obligations subsidiaries hereunder shall be true and to the following further conditions: (a) Each correct as of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the each Date of Delivery, and and, at the relevant Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) Underwriters shall have been issued under received: (1) The favorable opinions of (i) Xxxxxx and Calder, Cayman Islands counsel for the 1933 Act and no proceedings Company, (ii) Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel for that purpose shall have been instituted or shall be pending orthe Company, to your knowledge or the knowledge (iii) Xxxxx X. Xxxx, Esq., General Counsel of the Company, shall be contemplated by the Commissionand (iv) Xxxxx, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPXxxxx, U.S. United States counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b), 8(cSection 5(b) and 8(i), respectivelyhereof. (d2) At The favorable opinion of Xxxxx, Xxxxxx & Xxxxxx, LLP, counsel to the Date of DeliveryPurchase Contract Agent, you shall have received the signed opinions of U.S. in form and substance satisfactory to counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions opinion required by Sections 8(dSection 5(c) and 8(e), respectivelyhereof. (e3) At The favorable opinion of Xxxxx & Wood LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, dated such Date of Delivery, you shall have received a relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4) A certificate, dated such Date of Delivery, of the Chairman, President and Chief Executive Officer or the General Counsel and Secretary of the Company and of the chief financial officer, chief accounting officer or chief investment officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (5) A letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit PlcLLP, in form and substance satisfactory to you the Underwriters and dated as of the such Date of Delivery, substantially the same in form and substance as the letter furnished to the effect that they reaffirm the statements made in the respective letters furnished Underwriters pursuant to Section 8(g5(f) and 8(h)hereof, except that the "specified date referred date" on the letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to the such Date of Delivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the exercise their option described provided in a Terms Agreement as set forth in Section 3 2(b) hereof to purchase all or any of the Option Securities, the Underwriters exercise such option Securities and the Date Second Time of Delivery determined by you after consultation with the Company pursuant to Section 3 2(b) is later than the Closing TimeFirst Time of Delivery, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this the applicable Terms Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by of the Company of its obligations hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated have been threatened by the Commission, ; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date Second Time of Delivery, the provisions of Section 8(g6(e) shall have been complied with at and as of the Date Second Time of Delivery and, at the Date Second Time of Delivery, you shall have received a certificate of any authorized director or executive officer the Chairman of the CompanyBoard, President or Vice President and the Treasurer or Controller of the Company with respect to the provisions of Section 5(e), dated as of the Date Second Time of Delivery, to such effect. (c) At the Date Second Time of Delivery, you shall have received signed the favorable opinions from Xxxxxx Xxxxxxxx of Xxxxx Xxxx & Xxxxxxxx LLP, U.S. counsel llp and English solicitors for the Company, XxxxxXxxxxx, Xxxxxx & Xxxxxx Xxxxxxxx (New York) LLP, each outside counsel for the Depositary, if Company reasonably acceptable to the Offered Securities include SharesRepresentatives, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, dated as of the Date Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions opinion required by Sections 8(bSection 6(b), 8(c) and 8(i), respectively. (d) At the Date Second Time of Delivery, you shall should have received the signed opinions favorable opinion of U.S. the Company’s General Counsel reasonably acceptable to the Representatives, together with reproduced copies of such opinion for each of the other Underwriters in form reasonably satisfactory to counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions opinion required by Sections 8(d) and 8(eSection 6(c), respectively. (e) At the Date Second Time of Delivery, you shall have received the favorable opinion of counsel for the Underwriters, dated as of the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(d). (f) At the Second Time of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plcthe Accountants, in form and substance reasonably satisfactory to you and dated as of the Date Second Time of Delivery, to the effect that they reaffirm the statements made in the respective letters letter furnished pursuant to Section 8(g) and 8(h6(f), except that the specified date referred to shall be a date not more than five days prior to the Date Second Time of Delivery. (fg) At the Date Second Time of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(dSection 7(e) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company Company, at or prior to the Date Second Time of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters. (h) At the Second Time of Delivery, you shall have received the favorable opinion of special tax counsel for the Company reasonably acceptable to the Representatives, together with reproduced copies of such opinion for each of the Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, dated the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(k) and addressed to the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the option described in Section 3 to purchase all or any of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g7(g) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received a signed opinion of the Group General Manager, Legal and Compliance, of HSBC Holdings plc, or the Deputy Group Legal Advisor to HSBC Holdings plc, in either case dated as of the Date of Delivery, together with signed or reproduced copies of such opinion for each of the Underwriters, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 7(c). (d) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Cxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Hxxxxxxx LLP, U.S. counsel and English solicitors for the Company, XxxxxExxxx, Xxxxxx & Xxxxxx Mxxxxx LLP, counsel for the Depositary, if the Offered Securities include SharesShares and the counsel for the Book-Entry Depositary, if the Offered Securities include Debt Securities, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b7(b), 8(c7(d), 7(j) and 8(i7(k), respectively. (de) At the Date of Delivery, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d7(e) and 8(e7(f), respectively. (ef) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plc, in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g7(h) and 8(h7(i), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (fg) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d7(e) and 8(e7(f) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters exercise the option described in Section 3 Option to purchase all or any portion of the Option Securities, the Underwriters exercise such option Preferred Securities and the Date of Delivery Option Closing Time determined by you after consultation with the Company Representatives pursuant to Section 3 2 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Preferred Securities that they shall have respectively agreed to purchase pursuant to this Agreement hereunder are subject to the accuracy of the representations and warranties of the Company herein containedOfferors contained herein, to the performance by the Company Offerors of its their obligations hereunder and to the following further additional conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) Statement, as amended from time to time, shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge threatened; and any required filing of the Company, shall be contemplated by Prospectus pursuant to Rule 424(b) under the Commission, and any request on the part of the Commission for additional information Act shall have been complied with to made within the reasonable satisfaction of counsel for the Underwritersproper time period. (b) At As of the Date of DeliveryOption Closing Time, the provisions of Section 8(g) Representatives shall have been complied with at and as of the Date of Delivery andreceived, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, each dated as of the Date of Delivery, Option Closing Time and relating to such effect.the Option Preferred Securities: (ci) At the Date favorable opinions of DeliverySmxxx Xexxx Xulliss & Moxxx, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPL.L.P., U.S. counsel and English solicitors for the Company, Xxxxxand of Paxx X. Xxxxxxx, Xxxxxx & Xxxxxx LLPGeneral Counsel to the Company, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(bSection 5(b)(1). In giving their opinions required by this subsection 6(b)(i), 8(c) Mr. Xxxxxxx xnd Smxxx Xexxx Xuxxxxx & Moxxx, L.L.P. shall each additionally state that nothing has come to their attention that has caused them to believe that the Registration Statement (except for financial statements and 8(ischedules and other financial or statistical data included or incorporated by reference, therein, as to which counsel need make no statement), respectivelyat the time it became effective or as of the date of their respective opinions, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except for financial statements and schedules and other financial or statistical data included or incorporated by reference therein, as to which counsel need make no statement), as at the date hereof or at Option Closing Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (dii) At the Date favorable opinion of DeliveryRixxxxxx Xxxxxx & Fixxxx, you shall have received the signed opinions of U.S. Special Delaware counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d) and 8(e), respectively. (e) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit PlcOfferors, in form and substance satisfactory to you and dated as of counsel for the Date of DeliveryUnderwriters, to the same effect as the opinion required by Section 5(b)(2); and the favorable opinion of Rixxxxxx Xxxxxx & Finger, Special Delaware counsel to The Bank of New York (Delaware), in form and substance satisfactory to counsel for the Underwriters, to the same effect as the opinion required by Section 5(b)(3) (iii) the favorable opinion of Emxxxx, Xxxxxx & Maxxxx, L.L.P., counsel for The Bank of New York, to the same effect as the opinion required by Section 5(b)(4); (iv) the favorable opinion of Stxxxxx & Stxxxxx & Laxxx, counsel for the Underwriters, in form and substance satisfactory to the Underwriters to the same effect as the opinion required by Section 5(b)(5); In giving its opinion, Stxxxxx & Stxxxxx & Laxxx xay rely as to certain matters of Delaware law upon the opinion of Rixxxxxx, Xxxxxx & Finger, counsel for the Offerors, which shall be delivered in accordance with Section 6(b)(2) hereto; (v) the favorable opinion of Stxxxxx & Stxxxxx & Laxxx, special tax counsel to the Company and the Trust, to the same effect as the opinion required by Section 5(b)(6); (vi) a certificate, of a Vice President of the Company and of the chief financial or chief accounting officer of the Company with respect to the matters set forth in Section 5(b)(8); (vii) a letter from Price Waterhouse LLP, in form and substance satisfactory to the Underwriters, substantially the same in scope and substance as the letter furnished to the Underwriters pursuant to Section 5(b)(9) except that they reaffirm the statements made "specified date" in the respective letters letter furnished pursuant to this Section 8(g6(b)(vii) and 8(h), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery.Option Closing Time; (fviii) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (b)(vii) of this Section 6 or (ii) any change in the condition, financial or otherwise, or in the earnings or business affairs of the Company and its subsidiaries, considered as one enterprise, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated by the Registration Statement and the Prospectus; (ix) At the Date of DeliveryOption Closing Time, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions documents and opinions as they may reasonably request require for the purpose of enabling them to pass upon the issuance and sale of the Option Preferred Securities as herein contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) related proceedings, or in order to evidence the accuracy and completeness of any of the representations, warranties representations or statements of the Company, the performance of any of the covenants of the Companywarranties, or the fulfillment of any of the conditions conditions, herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery Offerors, in connection with the authorization, issuance and sale of the Option Preferred Securities as herein contemplated in this Agreement shall be reasonably satisfactory in form and substance to you the Representatives and to U.S. Stroock & Stroock & Laxxx, counsel and English solicitors for the Underwriters; (x) rated the Preferred Securities in one of its four highest rating categories and there shall not have occurred any decrease in the ratings of any of the securities of the Company or of the Preferred Securities by any nationally recognized statistical rating organization, and no such organization shall have publicly announced that it has under surveillance or review its rating of any of the Company's securities or any of the Preferred Securities; and (xi) At the Option Closing Time, the Option Preferred Securities shall have been approved for listing on the New York Stock Exchange upon notice of issuance. If any condition specified in this Section shall not have been fulfilled in all material respects when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Offerors, in writing or by telephone or telegraph confirmed in writing, at any time at or prior to Option Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and except that Sections 1, 7, and 8 shall survive any such termination and will remain in full force and effect.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the option described in Section 3 2 to purchase all or any of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 2 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder and to the following further conditions: (a) Each of the The Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b), 8(c) and 8(i8(d), respectively. (d) At the Date of Delivery, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d8(e) and 8(e8(f), respectively. (e) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plc, the Auditor in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g8(h) and 8(h8(i), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d8(e) and 8(e8(f) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the exercise their option described provided in Section 3 2(b) hereof to purchase all or any portion of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained herein contained, to and the performance statements in any certificates furnished by the Company of its obligations hereunder and to the following further conditions: (a) Each or any subsidiary of the Registration Statement Company and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or Selling Shareholders hereunder shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, true and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g) shall have been complied with at and correct as of the Date of Delivery and, at the Date of Delivery, you the Representatives shall have received received: (i) Officers' Certificate. A certificate, dated the Date of Delivery, of the President or a certificate Vice President of any authorized director the Company and of the chief financial or executive chief accounting officer of the Company, dated Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(f) hereof remains true and correct as of the Date of Delivery (ii) Certificate of Selling Shareholder(s). A certificate, dated the Date of Delivery, of an Attorney-in-Fact on behalf of each Selling Shareholder confirming that the certificate delivered at Closing Time pursuant to such effectSection 5(g) remains true and correct as of the Date of Delivery. (ciii) Registration with the Mercantile Registry of Madrid. At the Date of Delivery, you the Option Securities shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx been registered with the Mercantile Registry of Madrid. (iv) Opinion of Counsel for Company. The favorable opinion of Squire, Xxxxxxx & Xxxxxxxx LLPXxxxxxx L.L.P., U.S. counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities to be purchased on the Date of Delivery and otherwise to the same effect as the opinions opinion required by Sections 8(b), 8(cSection 5(b) and 8(i), respectivelyhereof. (dv) At Opinion of Counsel for the Date Selling Shareholder(s). The favorable opinion of DeliverySquire, you shall have received Xxxxxxx & Xxxxxxx L.L.P., counsel for the signed opinions of U.S. Selling Shareholder(s), in form and substance satisfactory to counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Sections 8(dSection 5(c) and 8(e), respectivelyhereof. (e) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plc, in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g) and 8(h), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the Initial Purchasers exercise their option described provided in Section 3 2(b) hereof to purchase all or any portion of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 is later than the Closing Time, the obligations of the several Underwriters Initial Purchasers to purchase and pay for the such Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are is subject to the accuracy as of each Date of Delivery of the representations and warranties of each Issuer contained in Section 1 and in the Company herein containedcertificates of any officer of either Issuer delivered pursuant to the provisions hereof, to the performance by the Company both Issuers of its their covenants and other obligations hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Deliveryhereunder, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the relevant Date of Delivery, the provisions of Section 8(g) Initial Purchasers shall have been complied with at and as received: (i) Officers' Certificate of the Date of Delivery andCompany. A certificate, at the dated such Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the CompanyPresident or Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (ii) Officers' Certificate of the Guarantor. A certificate, dated as of the such Date of Delivery, of the President or Vice President of the Guarantor and the Chief Financial Officer or Chief Accounting Officer of the Guarantor confirming that the certificate delivered at the Closing Time pursuant to Section 5(f) hereof remains true and correct as of such effectDate of Delivery. (ciii) At Opinion of Counsel of the Issuers. Dated such Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx the opinion of Xxxxx & Xxxxxxxx LLPXxxxxxxx, U.S. counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each General Counsel of the other UnderwritersCompany and Chief Legal Officer of the Guarantor, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of DeliveryInitial Purchasers, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Sections 8(b), 8(cSection 5(a) and 8(i), respectivelyhereof. (div) At Opinion of Counsel for the Issuers. Dated such Date of Delivery, you shall have received the signed opinions opinion of U.S. Xxxxxx Godward LLP, counsel for the UnderwritersIssuers, in form and English solicitors for substance satisfactory to the Underwriters, dated as of the Date of DeliveryInitial Purchasers, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Sections 8(dSection 5(b) and 8(e), respectivelyhereof. (ev) At Opinion of Regulatory Counsel for the Issuers. Dated such Date of Delivery, you shall have received a letter from each the opinion of PricewaterhouseCoopers LLP andXxxxx & Xxxxxxxxx LLP, in respect of periods prior to 1 January 2015, KPMG Audit Plcregulatory counsel for the Issuers, in form and substance satisfactory to you and dated as of the Date of DeliveryInitial Purchasers, relating to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g) and 8(h), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the be purchased on such Date of Delivery in connection with and otherwise to the authorization, issuance and sale of same effect as the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwritersopinion required by Section 5(c) hereof.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the exercise their option described provided in a Terms Agreement as set forth in Section 3 2(b) hereof to purchase all or any of the Option Securities, the Underwriters exercise such option Securities and the Date Second Time of Delivery determined by you after consultation with the Company pursuant to Section 3 2(b) is later than the Closing TimeFirst Time of Delivery, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this the applicable Terms Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by of the Company of its obligations hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated have been threatened by the Commission, ; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date Second Time of Delivery, the provisions of Section 8(g6(e) shall have been complied with at and as of the Date Second Time of Delivery and, at the Date Second Time of Delivery, you shall have received a certificate of any authorized director or executive officer the Chairman of the CompanyBoard, President or Vice President and the Treasurer or Controller of the Company with respect to the provisions of Section 5(e), dated as of the Date Second Time of Delivery, to such effect. (c) At the Date Second Time of Delivery, you shall have received signed the favorable opinions from Xxxxxx Xxxxxxxx of Xxxxx Xxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, XxxxxXxxxxx, Xxxxxx & Xxxxxx Xxxxxxxx (New York) LLP, each outside counsel for the Depositary, if Company reasonably acceptable to the Offered Securities include SharesRepresentatives, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, dated as of the Date Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions opinion required by Sections 8(bSection 6(b), 8(c) and 8(i), respectively. (d) At the Date Second Time of Delivery, you shall should have received the signed opinions favorable opinion of U.S. the Company’s General Counsel reasonably acceptable to the Representatives, together with reproduced copies of such opinion for each of the other Underwriters in form reasonably satisfactory to counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions opinion required by Sections 8(d) and 8(eSection 6(c), respectively. (e) At the Date Second Time of Delivery, you shall have received the favorable opinion of counsel for the Underwriters, dated as of the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(d). (f) At the Second Time of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plcthe Accountants, in form and substance reasonably satisfactory to you and dated as of the Date Second Time of Delivery, to the effect that they reaffirm the statements made in the respective letters letter furnished pursuant to Section 8(g) and 8(h6(f), except that the specified date referred to shall be a date not more than five days prior to the Date Second Time of Delivery. (fg) At the Date Second Time of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(dSection 7(e) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company Company, at or prior to the Date Second Time of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters. (h) At the Second Time of Delivery, you shall have received the favorable opinion of special tax counsel for the Company reasonably acceptable to the Representatives, together with reproduced copies of such opinion for each of the Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, dated the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(k) and addressed to the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters exercise the option described in Section 3 Option to purchase all or any portion of the Option Securities, the Underwriters exercise such option Preferred Securities and the Date of Delivery Option Closing Time determined by you after consultation with the Company Representatives pursuant to Section 3 2 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Preferred Securities that they shall have respectively agreed to purchase pursuant to this Agreement hereunder are subject to the accuracy of the representations and warranties of the Company herein containedOfferors contained herein, to the performance by the Company Offerors of its their obligations hereunder and to the following further additional conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) Statement, as amended from time to time, shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge threatened; and any required filing of the Company, shall be contemplated by Prospectus pursuant to Rule 424(b) under the Commission, and any request on the part of the Commission for additional information Act shall have been complied with to made within the reasonable satisfaction of counsel for the Underwritersproper time period. (b) At As of the Date of DeliveryOption Closing Time, the provisions of Section 8(g) Representatives shall have been complied with at and as of the Date of Delivery andreceived, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, each dated as of the Date of Delivery, Option Closing Time and relating to such effect.the Option Preferred Securities: (ci) At the Date favorable opinions of DeliveryXxxxx Xxxxx Mulliss & Xxxxx, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPL.L.P., U.S. counsel and English solicitors for the Company, Xxxxxand of Xxxx X. Xxxxxxx, Xxxxxx & Xxxxxx LLPGeneral Counsel to the Company, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(bSection 5(b)(1), 8(c) and 8(i), respectively.; (dii) At the Date favorable opinion of DeliveryXxxxxxxx Xxxxxx & Finger, you shall have received the signed opinions of U.S. Special Delaware counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d) and 8(e), respectively. (e) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit PlcCompany, in form and substance satisfactory to you and dated as of counsel for the Date of DeliveryUnderwriters, to the same effect as the opinion required by Section 5(b)(2); (iii) the favorable opinion of Xxxxxx, Xxxxxx & Xxxxxx, L.L.P., counsel for [The Bank of New York and] The Bank of New York (Delaware), to the same effect as the opinion required by Section 5(b)(3); (iv) the favorable opinion of Stroock & Stroock & Xxxxx, counsel for the Underwriters, in form and substance satisfactory to the Underwriters to the same effect as the opinion required by Section 5(b)(4); In giving its opinion, Stroock & Stroock & Xxxxx may rely as to certain matters of Delaware law upon the opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Offerors, which shall be delivered in accordance with Section 6(b)(2) hereto; (v) the favorable opinion of Stroock & Stroock & Xxxxx, special tax counsel to the Company and the Trust, to the same effect as the opinion required by Section 5(b)(5); (vi) a certificate, of a Senior Vice President of the Company and of the chief financial or chief accounting officer of the Company with respect to the matters set forth in Section 5(b)(7); (vii) a letter from Price Waterhouse LLP, in form and substance satisfactory to the Underwriters, substantially the same in scope and substance as the letter furnished to the Underwriters pursuant to Section 5(b)(8) except that they reaffirm the statements made "specified date" in the respective letters letter furnished pursuant to this Section 8(g6(b)(vii) and 8(h), except that the specified date referred to shall be a date not more than five [three] days prior to the Date of Delivery.Option Closing Time; and (fviii) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (b)(vii) of this Section 6 or (ii) any change in the condition, financial or otherwise, or in the earnings or business affairs of the Company and its subsidiaries, considered as one enterprise, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated by the Registration Statement and the Prospectus; (ix) At the Date of DeliveryOption Closing Time, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions documents and opinions as they may reasonably request require for the purpose of enabling them to pass upon the issuance and sale of the Option Preferred Securities as herein contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) related proceedings, or in order to evidence the accuracy and completeness of any of the representations, warranties representations or statements of the Company, the performance of any of the covenants of the Companywarranties, or the fulfillment of any of the conditions conditions, herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery Offerors, in connection with the authorization, issuance and sale of the Option Preferred Securities as herein contemplated in this Agreement shall be reasonably satisfactory in form and substance to you the Representatives and to U.S. Stroock & Stroock & Xxxxx, counsel and English solicitors for the Underwriters; (x) At the Option Closing Time, at least one "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the 1933 Act), has rated the Preferred Securities in one of its four highest rating categories and there shall not have occurred any decrease in the ratings of any of the securities of the Company or of the Preferred Securities by any nationally recognized statistical rating organization, and no such organization shall have publicly announced that it has under surveillance or review its rating of any of the Company's securities or any of the Preferred Securities; and (xi) At the Option Closing Time, the Option Preferred Securities shall have been approved for listing on the New York Stock Exchange upon notice of issuance. (c) At Option Closing Time, the NASD shall have confirmed in writing that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.] If any condition specified in this Section shall not have been fulfilled in all material respects when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Offerors, in writing or by telephone or telegraph confirmed in writing, at any time at or prior to Option Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and except that Sections 1, 7, and 8 shall survive any such termination and will remain in full force and effect.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the exercise their option described provided in a Terms Agreement as set forth in Section 3 2(b) hereof to purchase all or any of the Option Securities, the Underwriters exercise such option Securities and the Date Second Time of Delivery determined by you after consultation with the Company pursuant to Section 3 2(b) is later than the Closing TimeFirst Time of Delivery, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this the applicable Terms Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by of the Company of its obligations hereunder and to the following further conditions:: NYDOCS01/1291680.9 (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated have been threatened by the Commission, ; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission and no proceeding for such purpose or pursuant to Section 8A under the 1933 Act shall be pending before or threatened by the Commission; and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date Second Time of Delivery, the provisions of Section 8(g6(e) shall have been complied with at and as of the Date Second Time of Delivery and, at the Date Second Time of Delivery, you shall have received a certificate of any authorized director or executive officer the Chairman of the CompanyBoard, President or Vice President and the Treasurer or Controller of the Company with respect to the provisions of Section 6(e), dated as of the Date Second Time of Delivery, to such effect. (c) At the Date Second Time of Delivery, you shall have received signed the opinions from Xxxxxx Xxxxxxxx Xxxxx of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel LLP and English solicitors for the Company, XxxxxXxxxxx, Xxxxxx & Xxxxxx Xxxxxxxx (New York) LLP, each outside counsel for the Depositary, if Company reasonably acceptable to the Offered Securities include SharesRepresentatives, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, dated as of the Date Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions opinion required by Sections 8(bSection 6(b), 8(c) and 8(i), respectively. (d) At the Date Second Time of Delivery, you shall should have received the signed opinions opinion of U.S. the Company’s General Counsel reasonably acceptable to the Representatives, together with reproduced copies of such opinion for each of the other Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions opinion required by Sections 8(d) and 8(eSection 6(c), respectively. (e) At the Date Second Time of Delivery, you shall have received the opinion of counsel for the Underwriters, dated as of the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(d). (f) At the Second Time of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plcthe Accountants, in form and substance reasonably satisfactory to you and dated as of the Date Second Time of Delivery, to the effect that they reaffirm the statements made in the respective letters letter furnished pursuant to Section 8(g) and 8(h6(f), except that the specified date referred to shall be a date not more than five three business days prior to the Date Second Time of Delivery. (fg) At the Date Second Time of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(dSection 7(e) NYDOCS01/1291680.9 and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company Company, at or prior to the Date Second Time of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters. (h) At the Second Time of Delivery, you shall have received the favorable opinion of special tax counsel for the Company reasonably acceptable to the Representatives, together with reproduced copies of such opinion for each of the Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriters, dated the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(j) and addressed to the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the option described in Section 3 2 to purchase all or any of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 2 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder and to the following further conditions: (a) Each of the Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b), 8(c) and 8(i), respectively. (d) At the Date of Delivery, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d) and 8(e), respectively. (e) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plc, the Auditor in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g7(g) and 8(h7(h), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the option described in Section 3 2 to purchase all or any of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 2 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder and to the following further conditions: (a) Each of the The Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g8(f) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b), 8(c) and 8(i8(c), respectively. (d) At the Date of Delivery, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d) and 8(e), respectively. (e) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plc, the Auditor in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g) and 8(h), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.

Conditions to Purchase of Option Securities. In the event that the Company grants to the Underwriters the option described in Section 3 2 to purchase all or any of the Option Securities, the Underwriters exercise such option and the Date of Delivery determined by you after consultation with the Company pursuant to Section 3 2 is later than the Closing Time, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder and to the following further conditions: (a) Each of the The Registration Statement and the ADS Registration Statement (if the Offered Securities include Shares) shall remain effective at the Date of Delivery, and at the Date of Delivery no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (if the Offered Securities include Shares) shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the Date of Delivery, the provisions of Section 8(g8(f) shall have been complied with at and as of the Date of Delivery and, at the Date of Delivery, you shall have received a certificate of any authorized director or executive officer of the Company, dated as of the Date of Delivery, to such effect. (c) At the Date of Delivery, you shall have received signed opinions from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel and English solicitors for the Company, Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Depositary, if the Offered Securities include Shares, together with signed or reproduced copies of such opinions for each of the other Underwriters, in each case in form and substance satisfactory to counsel for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(b), 8(c) and 8(i8(c), respectively. (d) At the Date of Delivery, you shall have received the signed opinions of U.S. counsel for the Underwriters, and English solicitors for the Underwriters, dated as of the Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinions required by Sections 8(d) and 8(e), respectively. (e) At the Date of Delivery, you shall have received a letter from each of PricewaterhouseCoopers LLP and, in respect of periods prior to 1 January 2015, KPMG Audit Plc, the Auditor in form and substance satisfactory to you and dated as of the Date of Delivery, to the effect that they reaffirm the statements made in the respective letters furnished pursuant to Section 8(g) and 8(h), except that the specified date referred to shall be a date not more than five days prior to the Date of Delivery. (f) At the Date of Delivery, U.S. counsel and English solicitors for the Underwriters shall have been furnished with all such documents, certificates, resolutions and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Sections 8(d) and 8(e) in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Date of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to U.S. counsel and English solicitors for the Underwriters.