Common use of Xxxxx X Clause in Contracts

Xxxxx X. Xxxxxxx, the Company's General Counsel, shall have furnished to you his written opinion, dated such Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any real property and buildings held under lease by the Company is held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, upon opinions of counsel to the lessors of such property and, in respect of matters of fact, upon certificates of officers of the Company, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions, abstracts, reports, policies and certificates); (ii) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BY-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATION, AGREEMENT, COVENANT OR CONDITION CONTAINED IN ANY INDENTURE, MORTGAGE, DEED OF TRUST, LOAN AGREEMENT, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUND;]

Xxxxx X. XxxxxxxXxxxxx, General Counsel for the Company's General Counsel, shall have furnished to you his her written opinionopinion (a draft of such opinion is attached as Annex II(a) hereto), dated such Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has been duly incorporated and buildings held is validly existing as a corporation in good standing under lease the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company (including the Shares being delivered at such Time of Delivery) have been duly and validly authorized and issued and are fully paid and non-assessable; the Shares are free of preemptive and other preferential rights to subscribe for or purchase shares of Stock granted by the Company or pursuant to an agreement to which the Company is held a party and the Shares conform to the description of the Stock contained in the Prospectus; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed reason of failure to be made so qualified in any such jurisdiction (such counsel being entitled to rely in respect of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, provided that such counsel shall state that she believes that both you and she are justified in relying upon such opinions and certificates); (iv) Each Material Subsidiary is duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each Material Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors' qualifying shares) are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims, other than as described in the Prospectus, including the liens resulting from the Restated Credit Agreement (as defined in the Prospectus); (v) Essex Group, Inc. ("Essex") has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or Essex, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (vi) To such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which have a reasonable possibility of success and which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders' equity, cash flows or results of operations of the Company and its subsidiaries; and, to such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) This Agreement and the International Underwriting Agreement have been duly authorized, executed and delivered by the Company; (viii) The compliance by the Company with all of the provisions of this Agreement and the International Underwriting Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and (ix) Neither the Company nor any of its subsidiaries is (A) in violation of its Certificate of Incorporation or By-laws or (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except, in the case of this clause (B), for such defaults that would not, individually or in the aggregate, have a Material Adverse Effect. Such counsel shall also state that the Registration Statement and any amendment made thereto prior to such Time of Delivery, at the time it became effective, and the Prospectus and any amendment or supplement made thereto prior to such Time of Delivery, as of its date, the date of such amendment or supplement and the date the statement is made by such counsel (except the financial statements and other information of an accounting or financial nature included therein, as to which such counsel will express no view), appeared on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations thereunder; although such counsel will not assume responsibility for the accuracy or completeness of the statements made in the Registration Statement and Prospectus, except and provided in subsection (ii) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BY-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONof this Section 7(c) and except insofar as such statements relate to such counsel; and that the work of such counsel in connection with such matters and as General Counsel of the Company did not disclose any information that gave such counsel reason to believe that the Registration Statement or any amendment made thereto prior to such Time of Delivery, AGREEMENTat the time the Registration Statement or such amendment became effective, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREcontained 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, MORTGAGEor that the Prospectus or any amendment or supplement made thereto prior to such Time of Delivery, DEED OF TRUSTat its date, LOAN AGREEMENTthe date of such amendment or supplement and the date of such counsel's statement, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUND;]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 (in each case except for the financial statements and other information of an accounting or financial nature included therein, as to which such counsel will express no view). Such counsel shall further state that such counsel does not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required.

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you his written opinion, subject to the limitations and qualifications set forth in such opinion, dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any The Company has such power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Circular; (ii) The Company, as of the date specified in the Offering Circular, has an authorized capitalization as set forth under the caption “Capitalization” in the Offering Circular and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions and certificates); (iv) Those subsidiaries listed on Schedule II hereto (the “Scheduled Subsidiaries”) have each been duly incorporated or organized and each is validly existing as an entity, and where such term applies, in good standing under the laws of its jurisdiction of incorporation or organization; and all of the issued shares of capital stock of each such Scheduled Subsidiary held by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares and as otherwise set forth in the Offering Circular) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or such Scheduled Subsidiaries, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions and certificates); (v) The Company and the Scheduled Subsidiaries have good and marketable title in fee simple to all real property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Offering Circular or would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole and do not interfere with the use made and proposed to be made of such property by the Company and the Scheduled Subsidiaries; and any real property and buildings held under lease by the Company is and the Scheduled Subsidiaries are held by it them under valid, subsisting and enforceable leases with such exceptions as are would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Scheduled Subsidiaries (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the CompanyCompany and the Scheduled Subsidiaries, upon opinions of local counsel and abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the CompanyCompany or the Scheduled Subsidiaries, upon opinions of counsel to the lessors of such property and, in respect of matters of fact, upon certificates of officers of the CompanyCompany or the Scheduled Subsidiaries, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions, abstracts, reports, policies and certificates); (iivi) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYTo the best of such counsel’s knowledge and other than as set forth in the Offering Circular, there are no legal or governmental proceedings pending to which the Company or any of the Scheduled Subsidiaries is a party or of which any property of the Company or any of the Scheduled Subsidiaries is the subject which, if determined adversely to the Company or any of the Scheduled Subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s knowledge and other than as set forth in the Offering Circular, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except, such as may be required under the Act in connection with the shares of Stock issuable upon conversion of the Securities and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers; (viii) The resolutions of the Board of Directors of the Company approving the issuance of the Securities have reserved the Conversion Shares for issuance; (ix) Neither the Company nor any of the Scheduled Subsidiaries is in violation of its Certificate of Incorporation or By-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONlaws or in default in the performance or observance of any obligation, AGREEMENTcovenant or condition contained in any indenture, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREmortgage, MORTGAGEdeed of trust, DEED OF TRUSTloan agreement, LOAN AGREEMENTlease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except for such defaults which would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDstockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole;] (x) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of the Scheduled Subsidiaries is a party or by which the Company or any of the Scheduled Subsidiaries is bound or to which any of the property or assets of the Company or any of the Scheduled Subsidiaries is subject, (2) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (3) result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Scheduled Subsidiaries or any of their properties except in the case of clauses (1) and (3) above which would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (xi) The documents incorporated by reference in the Offering Circular or any further amendment or supplement thereto, made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and they have no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xii) No registration of the Securities under the Act, and no qualification of an indenture under the United States Trust Indenture Act of 1939 with respect thereto, is required for the offer, sale and initial resale of the Securities by the Purchasers in the manner contemplated by this Agreement; and (xiii) The Company is not, and after giving effect to the offering and sale of the Securities to be issued and sold by the Company under this Agreement and the Indenture and the application of the net proceeds from such sale as described in the Offering Circular under the caption “Use of Proceeds”, will not be required to register as an “investment company”, as such term is defined in the Investment Company Act.

Xxxxx X. XxxxxxxXxxxx, Esq., Secretary and General Counsel for the Company's General Counsel, shall have furnished to you his written opinion, dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company, provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (iv) Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) To the best of such counsel's knowledge, the Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company is and its subsidiaries are held by it them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are he is relying upon a general review of the titles of the CompanyCompany and its subsidiaries, upon opinions of local counsel and abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the CompanyCompany or its subsidiaries, upon opinions of counsel to the lessors of such property and, in respect of matters of fact, upon certificates of officers of the CompanyCompany or its subsidiaries, provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies and certificates); (iivi) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYTo the best of such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, shareholders' equity or results of operations of the Company and its subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) This Agreement has been duly authorized, executed and delivered by the Company; (viii) The Securities have been duly authorized, executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; and the Securities and the Indenture conform to the descriptions thereof in the Prospectus; (ix) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act; (x) To the best of such counsel's knowledge, the issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the Certificate of Incorporation or By-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONlaws of the Company or any statute or any order, AGREEMENTrule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; (xi) No consent, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREapproval, MORTGAGEauthorization, DEED OF TRUSTorder, LOAN AGREEMENTregistration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDexcept such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters;] (xii) Neither the Company nor any of its subsidiaries is in violation of its Certificate of Incorporation or By-laws, or to the best of such counsel's knowledge, in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound; (xiii) The statements set forth in the Prospectus under the caption "Description of Debt Securities", insofar as they purport to constitute a summary of the terms of the Securities, and under the caption "Underwriting", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair; (xiv) The Company is not an "investment company" or an entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act; (xv) The documents incorporated by reference in the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when such documents became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, 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, in the case of other documents which were filed under the Act or the Exchange Act with the Commission, 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 when such documents were so filed, not misleading; and (xvi) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; although he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (xiii) of this Section 7(c), he has no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) 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, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and he does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement or the Prospectus which are not filed or incorporated by reference or described as required;

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you the Representatives his written opinion, subject to the limitations and qualifications set forth in such opinion, dated such Time of Deliverythe Closing Date, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has such power and buildings held authority (corporate and other) to own its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) The Company, as of the date specified in the Final Prospectus, has an authorized capitalization as set forth under lease by the caption “Capitalization” in the Final Prospectus; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except to the extent that the failure to be so qualified in any such jurisdiction would not individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders’ equity or results of operations of the Company is held by it under valid, subsisting and enforceable leases with its subsidiaries taken as a whole (such exceptions as are not material and do not interfere with the use made and proposed counsel being entitled to be made rely in respect of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, ; provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (iiiv) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYThose subsidiaries listed on Schedule VI hereto (the “Scheduled Subsidiaries”) have each been duly incorporated or organized and each is validly existing as an entity, and where such term applies, in good standing under the laws of its jurisdiction of incorporation or organization; and all of the issued shares of capital stock of each such Scheduled Subsidiary held by the Company have been duly and validly authorized and issued, are fully paid and non-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONassessable and (except for directors’ qualifying shares and as otherwise included in the Disclosure Package and the Final Prospectus) are owned directly or indirectly by the Company, AGREEMENTto such counsel’s knowledge, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREfree and clear of all liens, MORTGAGEencumbrances, DEED OF TRUSTequities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or such Scheduled Subsidiaries; provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) To the best of such counsel’s knowledge and other than as set forth in the Disclosure Package and the Final Prospectus, LOAN AGREEMENTthere are no legal or governmental proceedings pending to which the Company or any of the Scheduled Subsidiaries is a party or of which any property of the Company or any of the Scheduled Subsidiaries is the subject which, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDif determined adversely to the Company or any of the Scheduled Subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s knowledge and other than as set forth in the Disclosure Package and the Final Prospectus, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;] (vi) Neither the Company nor any of the Scheduled Subsidiaries is in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except for such defaults that would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (vii) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of the Scheduled Subsidiaries is a party or by which the Company or any of the Scheduled Subsidiaries is bound or to which any of the property or assets of the Company or any of the Scheduled Subsidiaries is subject, (2) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (3) result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Scheduled Subsidiaries or any of their properties except in the case of clauses (1) and (3) above that would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and (viii) The documents incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto, made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and such counsel has no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Xxxxx X. XxxxxxxXxxxx, Executive Vice-President and Chief Legal and Administrative Officer of the Company's General Counsel, shall have furnished to you his written opinion, dated such the Time of Delivery, in form and substance reasonably satisfactory to you, to the effect that: (i) Any real property Each Material Subsidiary of the Company has been duly organized and buildings held is validly existing as a corporation, partnership or limited liability company, as applicable, and is in good standing under lease the laws of its jurisdiction of organization; and all issued shares of capital stock or other ownership interests of each such Material Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and (except as described in the Prospectus and except for directors’ qualifying shares) are owned directly or indirectly by the Company is held by it under validCompany, subsisting free and enforceable leases with clear of all liens, encumbrances, equities or claims (such exceptions as are not material and do not interfere with the use made and proposed counsel being entitled to be made rely in respect of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of to matters of fact, facts upon certificates of officers of the Company, Company or its subsidiaries; provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (ii) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYEach of the Company and its Material Subsidiaries has been duly qualified as a foreign corporation, partnership or limited liability company, as applicable, for the transaction of business and, to the extent such concept is applicable, is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing in any such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (iii) Each Insurance or Healthcare Subsidiary is duly organized and licensed as an insurance, healthcare, HMO or health care management company or holding company in respect thereof in its jurisdiction of incorporation, and is duly licensed or authorized as such in each other jurisdiction where it is required to be so licensed or authorized to conduct its business as described in the Prospectus, except where the failure to be so licensed or authorized could not reasonably be expected to have a Material Adverse Effect; except as otherwise described in the Prospectus, each Insurance or Healthcare Subsidiary has all other Approvals of and from all insurance or healthcare related regulatory authorities to conduct its business, except where the failure to have such Approvals could not reasonably be expected to have a Material Adverse Effect; to such counsel’s knowledge, there is no pending or threatened action, suit, proceeding or investigation that could reasonably be expected to lead to the revocation, termination or suspension of any such Approval, the revocation, termination or suspension of which would have, individually or in the aggregate, a Material Adverse Effect; and, to such counsel’s knowledge, no insurance or healthcare related regulatory agency or body has issued any order or decree impairing, restricting or prohibiting the payment of dividends by any Insurance or Healthcare Subsidiary to its parent, except (i) for any such order or decree issued in connection with the WellPoint Merger or (ii) as described in the Prospectus; (iv) Each of the Company and its Material Subsidiaries has made all Filings with, all insurance regulatory authorities, all Federal, state, local and other governmental authorities, all self-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONregulatory organizations and all courts and other tribunals, AGREEMENTwhich are necessary to own, COVENANT OR CONDITION CONTAINED IN ANY INDENTURElease, MORTGAGElicense and use its properties and assets and to conduct its business in the manner described in the Prospectus, DEED OF TRUSTexcept where the failure to do so could not reasonably be expected to have a Material Adverse Effect; to such counsel’s knowledge, LOAN AGREEMENTall such Approvals and Filings are in full force and effect, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDexcept where the failure to be so could not reasonably be expected to have a Material Adverse Effect and neither the Company nor any of its Material Subsidiaries has received any notice of any event, inquiry, investigation or proceeding that would reasonably be expected to result in the suspension, revocation or limitation of any such Approval or otherwise impose any limitation on the conduct of the business of the Company or any such subsidiary, which in either case could reasonably be expected to have a Material Adverse Effect, except as described in the Prospectus;] (v) To such counsel’s knowledge, there is no legal or governmental proceeding pending or, to such counsel’s knowledge and as disclosed to you, currently being threatened challenging the offering of the Securities by BAS; (vi) None of the Company or any of its subsidiaries is or, after giving effect to the offering and sale of the Securities and the application of the proceeds of the sale of Securities as described in the Prospectus, will be an “investment company”, as such term is defined in the Investment Company Act, and the rules and regulations thereunder; (vii) The issuance and sale of the Securities by the Company to BAS hereunder, the entry into and compliance by the Company with all provisions of this Agreement, and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any BCBS License, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, or which affects the validity, performance or consummation of the transactions contemplated by this Agreement nor will such action result in any violation of the provisions of (x) the Articles of Incorporation or the By-Laws or similar organizational documents, as amended, of the Company or any of its subsidiaries or (y) to such counsel’s knowledge, any statute or any order, rule or regulation of any court or insurance regulatory agency or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in each case the effect of which (other than a violation of the Articles of Incorporation or the By-Laws of the Company), individually or in the aggregate, would be either to adversely affect the validity or performance of this Agreement or to have a Material Adverse Effect; (viii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Securities by the Company, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws; (ix) To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; (x) The statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as applicable, under the captions “Legal Proceedings—Litigation” and “Legal Proceedings—Other Contingencies”, insofar as they purport to describe the provisions of the laws, documents and proceedings referred to therein, are accurate and complete in all material respects; (xi) Neither the Company nor any of its subsidiaries is (A) in violation of its articles of incorporation or by-laws or similar organizational document or (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any BCBS License, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of clause (B), where such default could not reasonably be expected to have a Material Adverse Effect; (xii) Each of the Company and its Material Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except as such defects in title that could not reasonably be expected to have a Material Adverse Effect; and (xiii) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; although he does not assume any responsibility for the accuracy and completeness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (x) of this Section 7(d), such counsel shall also state that he has no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and other financial information contained therein, as to which such counsel need express no belief) 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 contained therein not misleading, or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and other financial information contained therein, as to which such counsel need express no opinion) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that, as of the Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and other financial information contained therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and he does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. In rendering such opinion, such counsel may state that he expresses no opinion as to the laws of any jurisdiction other than the United States and the State of Indiana.

Xxxxx X. XxxxxxxXxxxxx, General Counsel for the Company's General Counsel, shall have furnished to you his her written opinionopinion (a draft of such opinion is attached as Annex II(a) hereto), dated such Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has been duly incorporated and buildings held is validly existing as a corporation in good standing under lease by the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; (ii) The Company is held by it under validhas an authorized capitalization as set forth in the Prospectus, subsisting and enforceable leases with such exceptions as are not material and do not interfere with all of the use made and proposed to be made issued shares of such property and buildings by capital stock of the Company (including the Shares being delivered at such Time of Delivery) have been duly and validly authorized and issued and are fully paid and non-assessable; the Shares are free of preemptive and other similar rights and the Shares conform to the description of the Stock contained in giving the Prospectus; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, provided that such counsel shall state that she believes that both you and she are justified in relying upon such opinions and certificates); (iv) Each Material Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each Material Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors' qualifying shares) are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims, other than as described in the Prospectus, including the liens resulting from the Restated Credit Agreement (as defined in the Prospectus); (v) Essex has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or Essex, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (vi) To such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which have a reasonable possibility of success and which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders' equity, cash flows or results of operations of the Company and its subsidiaries; and, to such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) This Agreement and the International Underwriting Agreement have been duly authorized, executed and delivered by the Company; (viii) The issue and sale of the Shares being delivered at such Time of Delivery to be sold by the Company and the compliance by the Company with all of the provisions of this Agreement and the International Underwriting Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and (ix) Neither the Company nor any of its subsidiaries is (A) in violation of its Certificate of Incorporation or By-laws or (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except, in the case of this clause (B), for such defaults that would not, individually or in the aggregate, have a Material Adverse Effect. Such counsel shall also state that the Registration Statement and any amendment made thereto prior to such Time of Delivery, at the time it became effective, and the Prospectus and any amendment or supplement made thereto prior to such Time of Delivery, as of its date, the date of such amendment or supplement and the date the statement is made by such counsel (except the financial statements and other information of an accounting or financial nature included therein, as to which such counsel will express no view), appeared on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations thereunder; although such counsel will not assume responsibility for the accuracy or completeness of the statements made in the Registration Statement and Prospectus, except and provided in subsection (ii) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BY-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONof this Section 8(c) and except insofar as such statements relate to such counsel; and that the work of such counsel in connection with such matters and as General Counsel of the Company did not disclose any information that gave such counsel reason to believe that the Registration Statement or any amendment made thereto prior to such Time of Delivery, AGREEMENTat the time the Registration Statement or such amendment became effective, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREcontained 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, MORTGAGEor that the Prospectus or any amendment or supplement made thereto prior to such Time of Delivery, DEED OF TRUSTat its date, LOAN AGREEMENTthe date of such amendment or supplement and the date of such counsel's statement, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUND;]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 (in each case except for the financial statements and other information of an accounting or financial nature included therein, as to which such counsel will express no view). Such counsel shall further state that such counsel does not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required.

Xxxxx X. XxxxxxxXxxxxx, General Counsel for the Company's General Counsel, shall have furnished to you his her written opinionopinion (a draft of such opinion is attached as Annex II(a) hereto), dated such Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has been duly incorporated and buildings held is validly existing as a corporation in good standing under lease the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company (including the Shares being delivered at such Time of Delivery) have been duly and validly authorized and issued and are fully paid and non-assessable; the Shares are free of preemptive and other preferential rights to subscribe for or purchase shares of Stock granted by the Company or pursuant to an agreement to which the Company is held a party and the Shares conform to the description of the Stock contained in the Prospectus; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed reason of failure to be made so qualified in any such jurisdiction (such counsel being entitled to rely in respect of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, provided that such counsel shall state that she believes that both you and she are justified in relying upon such opinions and certificates); (iv) Each Material Subsidiary is duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each Material Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors' qualifying shares) are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims, other than as described in the Prospectus, including the liens resulting from the Restated Credit Agreement (as defined in the Prospectus); (v) Essex has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or Essex, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (vi) To such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which have a reasonable possibility of success and which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders' equity, cash flows or results of operations of the Company and its subsidiaries; and, to such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) This Agreement and the International Underwriting Agreement have been duly authorized, executed and delivered by the Company; (viii) The issue and sale of the Shares being delivered at such Time of Delivery to be sold by the Company and the compliance by the Company with all of the provisions of this Agreement and the International Underwriting Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and (ix) Neither the Company nor any of its subsidiaries is (A) in violation of its Certificate of Incorporation or By-laws or (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except, in the case of this clause (B), for such defaults that would not, individually or in the aggregate, have a Material Adverse Effect. Such counsel shall also state that the Registration Statement and any amendment made thereto prior to such Time of Delivery, at the time it became effective, and the Prospectus and any amendment or supplement made thereto prior to such Time of Delivery, as of its date, the date of such amendment or supplement and the date the statement is made by such counsel (except the financial statements and other information of an accounting or financial nature included therein, as to which such counsel will express no view), appeared on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations thereunder; although such counsel will not assume responsibility for the accuracy or completeness of the statements made in the Registration Statement and Prospectus, except and provided in subsection (ii) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BY-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONof this Section 8(c) and except insofar as such statements relate to such counsel; and that the work of such counsel in connection with such matters and as General Counsel of the Company did not disclose any information that gave such counsel reason to believe that the Registration Statement or any amendment made thereto prior to such Time of Delivery, AGREEMENTat the time the Registration Statement or such amendment became effective, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREcontained 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, MORTGAGEor that the Prospectus or any amendment or supplement made thereto prior to such Time of Delivery, DEED OF TRUSTat its date, LOAN AGREEMENTthe date of such amendment or supplement and the date of such counsel's statement, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUND;]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 (in each case except for the financial statements and other information of an accounting or financial nature included therein, as to which such counsel will express no view). Such counsel shall further state that such counsel does not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required.

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you the Representatives his written opinion, subject to the limitations and qualifications set forth in such opinion, dated such Time of Deliverythe Closing Date, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has such power and buildings held authority (corporate and other) to own its properties and conduct its business as described in the Final Prospectus; (ii) The Company, as of the date specified in the Final Prospectus, has an authorized capitalization as set forth under lease by the caption “Capitalization” in the Final Prospectus and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is held in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with reason of the use made and proposed failure to be made so qualified in any such jurisdiction (such counsel being entitled to rely in respect of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, ; provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (iiiv) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYThose subsidiaries listed on Schedule VI hereto (the “Scheduled Subsidiaries”) have each been duly incorporated or organized and each is validly existing as an entity, and where such term applies, in good standing under the laws of its jurisdiction of incorporation or organization; and all of the issued shares of capital stock of each such Scheduled Subsidiary held by the Company have been duly and validly authorized and issued, are fully paid and non-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONassessable and (except for directors’ qualifying shares and as otherwise included in the Final Prospectus) are owned directly or indirectly by the Company, AGREEMENTfree and clear of all liens, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREencumbrances, MORTGAGEequities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or such Scheduled Subsidiaries; provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) To the best of such counsel’s knowledge and other than as set forth in the Final Prospectus, DEED OF TRUSTthere are no legal or governmental proceedings pending to which the Company or any of the Scheduled Subsidiaries is a party or of which any property of the Company or any of the Scheduled Subsidiaries is the subject which, LOAN AGREEMENTif determined adversely to the Company or any of the Scheduled Subsidiaries, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDwould individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s knowledge and other than as set forth in the Final Prospectus, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;] (vi) Neither the Company nor any of the Scheduled Subsidiaries is in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except for such defaults which would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (vii) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of the Scheduled Subsidiaries is a party or by which the Company or any of the Scheduled Subsidiaries is bound or to which any of the property or assets of the Company or any of the Scheduled Subsidiaries is subject, (2) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (3) result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Scheduled Subsidiaries or any of their properties except in the case of clauses (1) and (3) above which would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (viii) The documents incorporated by reference in the Final Prospectus or any further amendment or supplement thereto, made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ix) The Company is not, and after giving effect to the offering and sale of the Securities to be issued and sold by the Company under this Agreement and the Indenture and the application of the net proceeds from such sale as described in the Final Prospectus under the caption “Use of Proceeds”, will not be required to register as an “investment company”, as such term is defined in the Investment Company Act.

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you his written opinionopinion on behalf of the Company, dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has power and buildings held under lease by authority (corporate and other) to own its properties and conduct its business as described in the Company is held by it under validProspectus; (ii) The Company, subsisting as of the closing date, has an authorized capitalization as set forth in the Prospectus, and enforceable leases with such exceptions as are not material and do not interfere with all of the use made and proposed to be made issued shares of such property and buildings by capital stock of the Company (including the Shares) have been duly and validly authorized and issued and are fully paid and non-assessable and the Shares conform to the description of the Shares in giving the Prospectus; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (iiiv) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYEach subsidiary of the Company listed on Schedule V hereto (each “subsidiary”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and non-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONassessable, AGREEMENTand (except for directors’ qualifying shares and as otherwise set forth in the Pricing Prospectus) are owned directly or indirectly by the Company, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREfree and clear of all liens, MORTGAGEencumbrances, DEED OF TRUSTequities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, LOAN AGREEMENTprovided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions and certificates); (v) To the best of such counsel’s knowledge and other than as set forth in the Prospectus, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDthere are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries; and to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;] (vi) The issue and sale of the Shares and the compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; (vii) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriter; (viii) Neither the Company nor any of its subsidiaries is in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for such defaults which would not individually or in the aggregate have a material adverse affect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (ix) The documents incorporated by reference in the Prospectus or any further amendment or supplement thereto, made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and they have no reason to believe that any of such documents, when they became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, 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; and (x) The Company does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement, the Basic Prospectus or the Prospectus which are not filed or incorporated by reference or described as required.

Xxxxx X. XxxxxxxXxxxx, the Company's General Counsel, Esq. shall have furnished to you the Representatives his written opinion, as special counsel to the Company, addressed to the Underwriters and dated such Time of Deliverythe Delivery Date, in form and substance reasonably satisfactory to youthe Representatives, to the effect that: (i) Any real The Company and each of its Significant Subsidiaries have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation, are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction specified in such opinion, and have all power and authority necessary to own or hold their respective properties and conduct the businesses in which they are engaged; (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company (including the shares of Stock) have been duly and validly authorized and issued, are fully paid and non-assessable (subject to Section 630 of the BCL) and conform to the description thereof contained in the Prospectus; and all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued and are fully paid, non- assessable (except as otherwise provided by applicable law) and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; (iii) There are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Stock pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel; (iv) To the best of such counsel's knowledge and other than as referred to under the caption "Business-- Environmental Matters" in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or asset of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, are reasonably likely to have a material adverse effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company and buildings held its subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (v) The Primary Registration Statement was declared effective under lease the Securities Act as of the date and time specified in such opinion, the Rule 462(b) Registration Statement, if any, was filed with the Commission on the date specified therein, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Rules and Regulations specified in such opinion on the date specified therein and, to the knowledge of such counsel, no stop order suspending the effectiveness of either of the Registration Statements has been issued and no proceeding for that purpose is pending or threatened by the Commission; (vi) The Registration Statements, as of their respective Effective Dates, and the Prospectus, as of its date, and any further amendments or supplements thereto, as of their respective dates, made by the Company is held by it under validprior to the Delivery Date (other than the financial statements and other financial and statistical data contained therein, subsisting and enforceable leases with as to which such exceptions counsel need express no opinion) complied as are not to form in all material and do not interfere respects with the use made requirements of the Securities Act and proposed the Rules and Regulations; and the documents incorporated by reference in the Prospectus (other than the financial statements and related schedules and other financial and statistical data contained therein, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; (vii) To the best of such counsel's knowledge, there are no contracts or other documents which are required to be made described in the Prospectus or filed as exhibits to the Registration Statements by the Securities Act or by the Rules and Regulations which have not been described or filed as exhibits to the Registration Statements or incorporated therein by reference as permitted by the Rules and Regulations; (viii) This Agreement has been duly authorized, executed and delivered by the Company; (ix) The sale of such property the shares of Stock by the Selling Shareholder and buildings the compliance by the Company and the Selling Shareholder with all of the provisions of this Agreement and the consummation by the Company and the Selling Shareholder of the transactions on their respective parts contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters (in giving the opinion case of such state securities laws, as to which such counsel need express no opinion), no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions on the part of the Company contemplated hereby; and (x) To the best of such counsel's knowledge, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in this clausethe securities registered pursuant to the Registration Statements or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act. In rendering such opinion, such counsel may state that no examination of record titles for his opinion is limited to matters governed by the purpose of such opinion has been made, and that they are relying upon a general review Federal laws of the titles United States of America and the laws of the Company, upon abstracts, reports and policies State of title companies rendered or issued at or subsequent New York. Such counsel shall also have furnished to the time of acquisition of Representatives a written statement, addressed to the Underwriters and dated the Delivery Date, in form and substance reasonably satisfactory to the Representatives, to the effect that (x) such property by the Company, upon opinions of counsel has acted as counsel to the lessors Company on a regular basis with respect to corporate and securities law matters (although the Company is also represented by its General Counsel and, with respect to certain other matters, by other outside counsel) and has acted as counsel to the Company in connection with the preparation of the Registration Statements, and (y) based on the foregoing, no facts have come to the attention of such property andcounsel which lead him to believe that (I) the Registration Statements (other than the financial statements and other financial and statistical data contained therein, as to which such counsel need make no such written statement), as of their respective Effective Dates, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (other than the financial statements and other financial and statistical data contained therein, as to which such counsel need make no such written statement) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in respect of matters of fact, upon certificates of officers light of the Companycircumstances under which they were made, provided that not misleading or (II) any document incorporated by reference in the Prospectus or any further amendment or supplement to any such incorporated document made by the Company prior to the Delivery Date (other than the financial statements and other financial and statistical data contained therein, as to which such counsel shall need make no such written statement), when they became effective or were filed with the Commission, as the case may be, contained any untrue statement of a material fact or omitted to state that any material fact necessary in order to make the statements therein, in light of the circumstances under which they believe that both you were made, not misleading. The foregoing opinion and they are justified statement may be qualified by a statement to the effect that, except as stated in relying upon such opinions, abstracts, reports, policies and certificates); paragraph (ii) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BY-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONabove, AGREEMENTsuch counsel does not assume any responsibility for the accuracy, COVENANT OR CONDITION CONTAINED IN ANY INDENTURE, MORTGAGE, DEED OF TRUST, LOAN AGREEMENT, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUND;]completeness or fairness of the statements contained in the Registration Statements or the Prospectus.

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you his written opinion, subject to the limitations and qualifications set forth in such opinion, dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any The Company has such power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Circular; (ii) The Company, as of the date specified in the Offering Circular, has an authorized capitalization as set forth under the caption “Capitalization” in the Offering Circular and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company, provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (iv) Those subsidiaries listed on Schedule II hereto (the “Scheduled Subsidiaries”) have each been duly incorporated or organized and each is validly existing as an entity, and where such term applies, in good standing under the laws of its jurisdiction of incorporation or organization; and all of the issued shares of capital stock of each such Scheduled Subsidiary held by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares and as otherwise set forth in the Offering Circular) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or such Scheduled Subsidiaries, provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) The Company and the Scheduled Subsidiaries have good and marketable title in fee simple to all real property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Offering Circular or would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole and do not interfere with the use made and proposed to be made of such property by the Company and the Scheduled Subsidiaries; and any real property and buildings held under lease by the Company is and the Scheduled Subsidiaries are held by it them under valid, subsisting and enforceable leases with such exceptions as are would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Scheduled Subsidiaries (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are he is relying upon a general review of the titles of the CompanyCompany and the Scheduled Subsidiaries, upon opinions of local counsel and abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the CompanyCompany or the Scheduled Subsidiaries, upon opinions of counsel to the lessors of such property and, in respect of matters of fact, upon certificates of officers of the CompanyCompany or the Scheduled Subsidiaries, provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies and certificates); (iivi) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYTo the best of such counsel’s knowledge and other than as set forth in the Offering Circular, there are no legal or governmental proceedings pending to which the Company or any of the Scheduled Subsidiaries is a party or of which any property of the Company or any of the Scheduled Subsidiaries is the subject which, if determined adversely to the Company or any of the Scheduled Subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s knowledge and other than as set forth in the Offering Circular, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except, such as may be required under the Act in connection with the shares of Stock issuable upon conversion of the Securities and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers; (viii) The resolutions of the Board of Directors of the Company approving the issuance of the Securities have reserved the Conversion Shares for issuance; (ix) Neither the Company nor any of the Scheduled Subsidiaries is in violation of its Certificate of Incorporation or By-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONlaws or in default in the performance or observance of any obligation, AGREEMENTcovenant or condition contained in any indenture, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREmortgage, MORTGAGEdeed of trust, DEED OF TRUSTloan agreement, LOAN AGREEMENTlease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except for such defaults which would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDstockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole;] (x) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of the Scheduled Subsidiaries is a party or by which the Company or any of the Scheduled Subsidiaries is bound or to which any of the property or assets of the Company or any of the Scheduled Subsidiaries is subject, (2) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (3) result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Scheduled Subsidiaries or any of their properties except in the case of clauses (1) and (3) above which would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (xi) The documents incorporated by reference in the Offering Circular or any further amendment or supplement thereto, made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xii) No registration of the Securities under the Act, and no qualification of an indenture under the United States Trust Indenture Act of 1939 with respect thereto, is required for the offer, sale and initial resale of the Securities by the Purchasers in the manner contemplated by this Agreement; and (xiii) The Company is not, and after giving effect to the offering and sale of the Securities to be issued and sold by the Company under this Agreement and the Indenture and the application of the net proceeds from such sale as described in the Offering Circular under the caption “Use of Proceeds”, will not be required to register as an “investment company”, as such term is defined in the Investment Company Act.

Xxxxx X. XxxxxxxXxxxx, Esq., Secretary and General Counsel for the Company's General Counsel, shall have furnished to you his written opinion, dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company, provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (iv) Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) To the best of such counsel's knowledge, the Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company is and its subsidiaries are held by it them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are he is relying upon a general review of the titles of the CompanyCompany and its subsidiaries, upon opinions of local counsel and abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the CompanyCompany or its subsidiaries, upon opinions of counsel to the lessors of such property and, in respect of matters of fact, upon certificates of officers of the CompanyCompany or its subsidiaries, provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies and certificates); (iivi) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYTo the best of such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, shareholders' equity or results of operations of the Company and its subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) This Agreement has been duly authorized, executed and delivered by the Company; (viii) The Securities have been duly authorized, issued and delivered and are fully paid and non-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONassessable; and the Securities conform to the descriptions thereof in the Prospectus; (ix) To the best of such counsel's knowledge, AGREEMENTthe issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREor constitute a default under, MORTGAGEany indenture, DEED OF TRUSTmortgage, LOAN AGREEMENTdeed of trust, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDloan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties;] (x) No consent, approval, authorization, order, registration, filing or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained and made under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by CSFB; (xi) Neither the Company nor any of its subsidiaries is in violation of its Certificate of Incorporation or By-laws, or to the best of such counsel's knowledge, in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound; (xii) The statements set forth in the Prospectus under the caption "Description of Common Stock", insofar as they purport to constitute a summary of the terms of the Securities, and under the caption "Plan of Distribution", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair; (xiii) The Company is not an "investment company" or an entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act; (xiv) The documents incorporated by reference in the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when such documents became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, 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, in the case of other documents which were filed under the Act or the Exchange Act with the Commission, 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 when such documents were so filed, not misleading; and (xv) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; although he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (xii) of this Section 7(c), he has no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) 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, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and he does not know of any amendment to the Registration Statement required to be filed or of legal or governmental proceedings required to be described in the Registration Statement or the Prospectus which are not described as required or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement or the Prospectus which are not filed or incorporated by reference or described as required;

Xxxxx X. Xxxxxxx, Esq., General Counsel of the Company's General Counsel, shall have furnished to you his written opinionopinion (in the form set forth in Annex II(c) to the Pricing Agreement), dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any real property and buildings held under lease by Each of the Company and each subsidiary of the Company listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2009 has been duly qualified as a foreign corporation for the transaction of business and is held in good standing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed reason of failure to be made so qualified in any such jurisdiction, except where the failure to be so qualified or in good standing as a foreign corporation would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect (such counsel being entitled to rely in respect of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (ii) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYEach subsidiary of the Company listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONK for the period ended December 31, AGREEMENT2009 has been duly incorporated or organized and is validly existing as a corporate entity in good standing under the laws of its jurisdiction of incorporation or formation, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREas applicable, MORTGAGEexcept where the failure to be so qualified or in good standing would not, DEED OF TRUSTindividually or in the aggregate, LOAN AGREEMENTreasonably be expected to result in a Material Adverse Effect; and all of the issued shares of capital stock or other equity interests of each such subsidiary have been duly and validly authorized and issued, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS are fully paid and non-assessable, and (except for directors’ qualifying shares and shares or interests in the Paris subsidiary that are owned by Lazard Group French managing directors and except as otherwise set forth or described in the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as described in the Prospectus or that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that they believe both you and they are justified in relying upon such opinions and certificates); (iii) To the best of such counsel’s knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; (iv) The compliance by the Company with all of the provisions of this Agreement and the Pricing Agreement and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument listed on Exhibit A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDto such opinion, except for such breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;] (v) To the best of such counsel’s knowledge, the Company and each of its subsidiaries have all licenses and concessions of and from all Governmental Agencies that are necessary to own or lease their properties and conduct their businesses as described in the Prospectus, and the Company and each of its subsidiaries have all franchises, permits, authorizations, approvals and orders and other licenses and concessions of and from all Governmental Agencies that are necessary to own or lease their other properties and conduct their businesses as described in the Prospectus, except for such licenses, concessions, franchises, permits, authorizations, approvals and orders the failure to obtain which will not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (vi) To best of such counsel’s knowledge, none of the Company’s subsidiaries is in violation of its constitutive documents and neither the Company nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument listed on Exhibit A to such opinion to which it is a party or by which it or any of its properties may be bound except for such violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (vii) The statements set forth or incorporated in the Prospectus under the caption “Certain Relationships and Related Transactions”, insofar as they purport to describe the provisions of the documents referred to therein, are accurate and complete summaries of such provisions in all material respects. Although such counsel has not verified, is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, except for those referred to in the opinion in subsection (vii) of this Section 10(f), no facts have come to such counsel’s attention that lead him to believe and such counsel has no other reason to believe, (i) that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) 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, (ii) that the Pricing Disclosure Package, as of the Applicable Time, 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 (iii) that, as of its date, and as of the Time of Delivery, the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering his opinion, such counsel may state that he expresses no opinion other than as to the law of the State of New York and the federal securities laws of the United States;

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you the Representatives his written opinion, subject to the limitations and qualifications set forth in such opinion, dated such Time of Deliverythe Closing Date, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has such power and buildings held authority (corporate and other) to own its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) The Company, as of the date specified in the Final Prospectus, has an authorized capitalization as set forth under lease the caption “Capitalization” in the Final Prospectus; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the Company is held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed failure to be made so qualified in any such jurisdiction (such counsel being entitled to rely in respect of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, ; provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (iiiv) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYThose subsidiaries listed on Schedule VI hereto (the “Scheduled Subsidiaries”) have each been duly incorporated or organized and each is validly existing as an entity, and where such term applies, in good standing under the laws of its jurisdiction of incorporation or organization; and all of the issued shares of capital stock of each such Scheduled Subsidiary held by the Company have been duly and validly authorized and issued, are fully paid and non-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONassessable and (except for directors’ qualifying shares and as otherwise included in the Disclosure Package and the Final Prospectus) are owned directly or indirectly by the Company, AGREEMENTfree and clear of all liens, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREencumbrances, MORTGAGEequities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or such Scheduled Subsidiaries; provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) To the best of such counsel’s knowledge and other than as set forth in the Disclosure Package and the Final Prospectus, DEED OF TRUSTthere are no legal or governmental proceedings pending to which the Company or any of the Scheduled Subsidiaries is a party or of which any property of the Company or any of the Scheduled Subsidiaries is the subject which, LOAN AGREEMENTif determined adversely to the Company or any of the Scheduled Subsidiaries, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDwould individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s knowledge and other than as set forth in the Disclosure Package and the Final Prospectus, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;] (vi) Neither the Company nor any of the Scheduled Subsidiaries is in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except for such defaults that would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (vii) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of the Scheduled Subsidiaries is a party or by which the Company or any of the Scheduled Subsidiaries is bound or to which any of the property or assets of the Company or any of the Scheduled Subsidiaries is subject, (2) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (3) result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Scheduled Subsidiaries or any of their properties except in the case of clauses (1) and (3) above that would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and (viii) The documents incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto, made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Xxxxx X. XxxxxxxXxxxxxxxx, General Counsel of the Company's General Counsel, shall have furnished to you his written opinion, dated such Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has been duly qualified as a foreign corporation for the transaction of business and buildings held is in good standing under lease by the Company is held by laws of each jurisdiction, outside of Bermuda, in which it under validowns or leases properties or conducts any business so as to require such qualification, subsisting and enforceable leases with such exceptions as are not material and do not interfere with except where the use made and proposed failure to be made so qualified or in good standing would not result in a Material Adverse Effect (such counsel being entitled to rely in respect of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (ii) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYEach subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, except where any such failure would not result in a Material Adverse Effect, and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and non-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONassessable, AGREEMENTand (except for directors' qualifying shares) are owned directly or indirectly by the Company, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREfree and clear of all liens, MORTGAGEencumbrances, DEED OF TRUSTequities or claims, LOAN AGREEMENTexcept those that would not result in a Material Adverse Effect (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDprovided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates);] (iii) To the best of such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which might reasonably be expected to result in a Material Adverse Effect; and, to the best of such counsel's knowledge, no such proceedings are threatened; (iv) The issue and sale of the Shares being delivered at such Time of Delivery and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is legally bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except any such breach, violation or default as would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the Bye-laws or Memorandum of Association of the Company or any statute or any order, rule or regulation known to such counsel of any Governmental Agency having jurisdiction over the Company or any of its subsidiaries or any of their properties except such violations of statues, orders, rules or regulations as would not have a Material Adverse Effect; (v) Neither the Company nor any of its subsidiaries is in violation of its Bye-laws or Memorandum of Association or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound (except for such defaults that would not have a Material Adverse Effect). In giving such opinion, such counsel may state that with respect to all matters of United States federal and New York law he has relied upon the opinions of United States counsel for the Company delivered pursuant to paragraph (c) of this Section 7 and that with respect to all matters of Bermuda law he has relied upon the opinions of Bermuda counsel for the Company delivered pursuant to paragraph (d) of this Section 7;

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you his written opinionopinion on behalf of the Company, dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has power and buildings held under lease by authority (corporate and other) to own its properties and conduct its business as described in the Company is held by it under validProspectus; (ii) The Company, subsisting as of the closing date, has an authorized capitalization as set forth in the Prospectus, and enforceable leases with such exceptions as are not material and do not interfere with all of the use made and proposed to be made issued shares of such property and buildings by capital stock of the Company (including the Shares) have been duly and validly authorized and issued and are fully paid and non-assessable and the Shares conform to the description of the Shares in giving the Prospectus; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (iiiv) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYEach subsidiary of the Company listed on Schedule IV hereto (each “subsidiary”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and non-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONassessable, AGREEMENTand (except for directors’ qualifying shares and as otherwise set forth in the Pricing Prospectus) are owned directly or indirectly by the Company, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREfree and clear of all liens, MORTGAGEencumbrances, DEED OF TRUSTequities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, LOAN AGREEMENTprovided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions and certificates); (v) To the best of such counsel’s knowledge and other than as set forth in the Prospectus, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDthere are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries; and to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;] (vi) The issue and sale of the Shares and the compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; (vii) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriter; (viii) Neither the Company nor any of its subsidiaries is in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for such defaults which would not individually or in the aggregate have a material adverse affect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (ix) The documents incorporated by reference in the Prospectus or any further amendment or supplement thereto, made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and they have no reason to believe that any of such documents, when they became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, 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; and (x) The Company does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement, the Basic Prospectus or the Prospectus which are not filed or incorporated by reference or described as required.

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you the Representatives his written opinion, subject to the limitations and qualifications set forth in such opinion, dated such Time of Deliverythe Closing Date, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has such power and buildings held authority (corporate and other) to own its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) The Company, as of the date specified in the Final Prospectus, has an authorized capitalization as set forth under lease by the caption “Capitalization” in the Final Prospectus and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is held in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with reason of the use made and proposed failure to be made so qualified in any such jurisdiction (such counsel being entitled to rely in respect of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, ; provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (iiiv) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYThose subsidiaries listed on Schedule VI hereto (the “Scheduled Subsidiaries”) have each been duly incorporated or organized and each is validly existing as an entity, and where such term applies, in good standing under the laws of its jurisdiction of incorporation or organization; and all of the issued shares of capital stock of each such Scheduled Subsidiary held by the Company have been duly and validly authorized and issued, are fully paid and non-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONassessable and (except for directors’ qualifying shares and as otherwise included in the Disclosure Package) are owned directly or indirectly by the Company, AGREEMENTfree and clear of all liens, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREencumbrances, MORTGAGEequities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or such Scheduled Subsidiaries; provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) To the best of such counsel’s knowledge and other than as set forth in the Disclosure Package, DEED OF TRUSTthere are no legal or governmental proceedings pending to which the Company or any of the Scheduled Subsidiaries is a party or of which any property of the Company or any of the Scheduled Subsidiaries is the subject which, LOAN AGREEMENTif determined adversely to the Company or any of the Scheduled Subsidiaries, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDwould individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s knowledge and other than as set forth in the Disclosure Package, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;] (vi) Neither the Company nor any of the Scheduled Subsidiaries is in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except for such defaults that would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (vii) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of the Scheduled Subsidiaries is a party or by which the Company or any of the Scheduled Subsidiaries is bound or to which any of the property or assets of the Company or any of the Scheduled Subsidiaries is subject, (2) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (3) result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Scheduled Subsidiaries or any of their properties except in the case of clauses (1) and (3) above that would not, individually or in the aggregate, have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (viii) The documents incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ix) The Company is not and, after giving effect to the offering and sale of the Securities to be issued and sold by the Company under this Agreement and the Indenture and the application of the net proceeds from such sale as described in the Final Prospectus under the caption “Use of Proceeds”, will not be required to register as an “investment company”, as such term is defined in the Investment Company Act.

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you his written opinion, subject to the limitations and qualifications set forth in such opinion, dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any The Company has such power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Circular; (ii) The Company, as of the date specified in the Offering Circular, has an authorized capitalization as set forth under the caption “Capitalization” in the Offering Circular and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company; provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (iv) Those subsidiaries listed on Schedule I hereto (the “Scheduled Subsidiaries”) have each been duly incorporated or organized and each is validly existing as an entity, and where such term applies, in good standing under the laws of its jurisdiction of incorporation or organization; and all of the issued shares of capital stock of each such Scheduled Subsidiary held by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares and as otherwise included in the Offering Circular) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or such Scheduled Subsidiaries; provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) The Company and the Scheduled Subsidiaries have good and marketable title in fee simple to all real property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Offering Circular or would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole and do not interfere with the use made and proposed to be made of such property by the Company and the Scheduled Subsidiaries; and any real property and buildings held under lease by the Company is and the Scheduled Subsidiaries are held by it them under valid, subsisting and enforceable leases with such exceptions as are would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Scheduled Subsidiaries (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying he may rely upon a general review of the titles of the CompanyCompany and the Scheduled Subsidiaries, upon opinions of local counsel and abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the CompanyCompany or the Scheduled Subsidiaries, upon opinions of counsel to the lessors of such property and, in respect of matters of fact, upon certificates of officers of the Company, Company or the Scheduled Subsidiaries; provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies and certificates); (iivi) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYTo the best of such counsel’s knowledge and other than as set forth in the Offering Circular, there are no legal or governmental proceedings pending to which the Company or any of the Scheduled Subsidiaries is a party or of which any property of the Company or any of the Scheduled Subsidiaries is the subject which, if determined adversely to the Company or any of the Scheduled Subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s knowledge and other than as set forth in the Offering Circular, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except, such as may be required under the Act in connection with the shares of Stock issuable upon conversion of the Securities and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers; (viii) The resolutions of the Board of Directors of the Company approving the issuance of the Securities have reserved the shares of Stock issuable upon conversion of the Securities for issuance; (ix) Neither the Company nor any of the Scheduled Subsidiaries is in violation of its Certificate of Incorporation or By-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONlaws or in default in the performance or observance of any obligation, AGREEMENTcovenant or condition contained in any indenture, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREmortgage, MORTGAGEdeed of trust, DEED OF TRUSTloan agreement, LOAN AGREEMENTlease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except for such defaults which would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDstockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole;] (x) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of the Scheduled Subsidiaries is a party or by which the Company or any of the Scheduled Subsidiaries is bound or to which any of the property or assets of the Company or any of the Scheduled Subsidiaries is subject, (2) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (3) result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Scheduled Subsidiaries or any of their properties except in the case of clauses (1) and (3) above which would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (xi) The documents incorporated by reference in the Offering Circular or any further amendment or supplement thereto, made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xii) No registration of the Securities under the Act, and no qualification of an indenture under the United States Trust Indenture Act of 1939 with respect thereto, is required for the offer, sale and initial resale of the Securities by the Purchasers in the manner contemplated by this Agreement; and (xiii) The Company is not, and after giving effect to the offering and sale of the Securities to be issued and sold by the Company under this Agreement and the Indenture and the application of the net proceeds from such sale as described in the Offering Circular under the caption “Use of Proceeds”, will not be required to register as an “investment company”, as such term is defined in the Investment Company Act.

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you the Representatives his written opinion, subject to the limitations and qualifications set forth in such opinion, dated such Time of Deliverythe Closing Date, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has such power and buildings held authority (corporate and other) to own its properties and conduct its business as described in the Final Prospectus; (ii) The Company, as of the date specified in the Final Prospectus, has an authorized capitalization as set forth under lease by the caption “Capitalization” in the Final Prospectus and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is held in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with reason of the use made and proposed failure to be made so qualified in any such jurisdiction (such counsel being entitled to rely in respect of such property and buildings by the Company (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, ; provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (iiiv) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYThose subsidiaries listed on Schedule VI hereto (the “Scheduled Subsidiaries”) have each been duly incorporated or organized and each is validly existing as an entity, and where such term applies, in good standing under the laws of its jurisdiction of incorporation or organization; and all of the issued shares of capital stock of each such Scheduled Subsidiary held by the Company have been duly and validly authorized and issued, are fully paid and non-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONassessable and (except for directors’ qualifying shares and as otherwise included in the Final Prospectus) are owned directly or indirectly by the Company, AGREEMENTfree and clear of all liens, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREencumbrances, MORTGAGEequities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or such Scheduled Subsidiaries; provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) To the best of such counsel’s knowledge and other than as set forth in the Final Prospectus, DEED OF TRUSTthere are no legal or governmental proceedings pending to which the Company or any of the Scheduled Subsidiaries is a party or of which any property of the Company or any of the Scheduled Subsidiaries is the subject which, LOAN AGREEMENTif determined adversely to the Company or any of the Scheduled Subsidiaries, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDwould individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s knowledge and other than as set forth in the Final Prospectus, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;] (vi) Neither the Company nor any of the Scheduled Subsidiaries is in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except for such defaults that would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (vii) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of the Scheduled Subsidiaries is a party or by which the Company or any of the Scheduled Subsidiaries is bound or to which any of the property or assets of the Company or any of the Scheduled Subsidiaries is subject, (2) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (3) result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Scheduled Subsidiaries or any of their properties except in the case of clauses (1) and (3) above that would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (viii) The documents incorporated by reference in the Final Prospectus or any further amendment or supplement thereto, made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ix) The Company is not, and after giving effect to the offering and sale of the Securities to be issued and sold by the Company under this Agreement and the Indenture and the application of the net proceeds from such sale as described in the Final Prospectus under the caption “Use of Proceeds”, will not be required to register as an “investment company”, as such term is defined in the Investment Company Act.

Xxxxx X. Xxxxxxx, Associate General Counsel of the Company's General Counsel, shall have furnished to you his such counsel's written opinion, dated such Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any real property The Company has been duly incorporated and buildings held is validly existing as a corporation in good standing under lease by the laws of Delaware, with all requisite corporate power and authority to own its properties and conduct its business as described in the Prospectus; (ii) The Company is held by it under validhas an authorized capitalization as set forth in the Prospectus, subsisting and enforceable leases with such exceptions as are not material and do not interfere with all of the use made and proposed to be made issued shares of such property and buildings by capital stock of the Company (including the Shares being delivered at such Time of Delivery) have been duly and validly authorized and issued and are fully paid and non-assessable; and the Shares conform in giving all material respects to the description of the Stock contained in the Prospectus; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of the Company, upon abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the Company, clause upon opinions of local counsel to the lessors of such property and, and in respect of matters of fact, fact upon certificates of officers of the Company, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions, abstracts, reports, policies opinions and certificates); (iiiv) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYEach subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and non-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONassessable, AGREEMENTand (except for directors' qualifying shares and except as otherwise set forth in the Prospectus) are owned directly or indirectly by the Company, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREfree and clear of all liens, MORTGAGEencumbrances, DEED OF TRUSTequities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, LOAN AGREEMENTprovided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions and certificates); (v) Such counsel has no knowledge that, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDother than as set forth in the Prospectus, there are any legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the Company and its subsidiaries, taken as a whole; and, such counsel has no knowledge that such proceedings are threatened or contemplated by governmental authorities or threatened by others;] (vi) This Agreement has been duly authorized, executed and delivered by the Company; (vii) The compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; (viii) Neither the Company nor any of its subsidiaries is (a) in violation of its Certificate of Incorporation or By-laws or (b) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, or lease or agreement or other instrument to which it is a party or by which it or any of its properties may be bound other than with respect to any obligation, agreement, covenant or condition that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ix) The documents incorporated by reference in the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and (x) Although he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in Section 7(e), he has no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such Time of Delivery (other than the financial statements and related financial data and schedules contained therein or omitted therefrom, as to which such counsel need express no opinion) 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, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related financial data and schedules contained therein or omitted therefrom, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related financial data and schedules contained therein or omitted therefrom, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and they do not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement or the Prospectus which are not filed or incorporated by reference or described as required;

Xxxxx X. XxxxxxxXxxxx, the Company's General Counsel, Esq. shall have furnished to you the Representatives his written opinion, as special counsel to the Company, addressed to the Underwriters and dated such Time of Deliverythe Delivery Date, in form and substance reasonably satisfactory to youthe Representatives, to the effect that: (i) Any real The Company and each of its Significant Subsidiaries have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation, are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction specified in such opinion, and have all power and authority necessary to own or hold their respective properties and conduct the businesses in which they are engaged; (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company (including the shares of Stock) have been duly and validly authorized and issued, are fully paid and non- assessable (subject to Section 630 of the BCL) and conform to the description thereof contained in the Prospectus; and all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued and are fully paid, non-assessable (except as otherwise provided by applicable law) and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; (iii) There are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Stock pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel; (iv) To the best of such counsel's knowledge and other than as referred to under the caption "Business--Environmental Matters" in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or asset of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, are reasonably likely to have a material adverse effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company and buildings held its subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (v) The Primary Registration Statement was declared effective under lease the Securities Act as of the date and time specified in such opinion, the Rule 462(b) Registration Statement, if any, was filed with the Commission on the date specified therein, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Rules and Regulations specified in such opinion on the date specified therein and, to the knowledge of such counsel, no stop order suspending the effectiveness of either of the Registration Statements has been issued and no proceeding for that purpose is pending or threatened by the Commission; (vi) The Registration Statements, as of their respective Effective Dates, and the Prospectus, as of its date, and any further amendments or supplements thereto, as of their respective dates, made by the Company is held by it under validprior to the Delivery Date (other than the financial statements and other financial data contained therein, subsisting and enforceable leases with as to which such exceptions counsel need express no opinion) complied as are not to form in all material and do not interfere respects with the use made requirements of the Securities Act and proposed the Rules and Regulations; and the documents incorporated by reference in the Prospectus (other than the financial statements and related schedules and other financial data contained therein, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; (vii) To the best of such counsel's knowledge, there are no contracts or other documents which are required to be made described in the Prospectus or filed as exhibits to the Registration Statements by the Securities Act or by the Rules and Regulations which have not been described or filed as exhibits to the Registration Statements or incorporated therein by reference as permitted by the Rules and Regulations; (viii) This Agreement has been duly authorized, executed and delivered by the Company; (ix) The sale of such property the shares of Stock by the Selling Shareholder and buildings the compliance by the Company and the Selling Shareholder with all of the provisions of this Agreement and the consummation by the Company and the Selling Shareholder of the transactions on their respective parts contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters (in giving the opinion case of such state securities laws, as to which such counsel need express no opinion), no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions on the part of the Company contemplated hereby; and (x) To the best of such counsel's knowledge, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in this clausethe securities registered pursuant to the Registration Statements or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act. In rendering such opinion, such counsel may state that no examination of record titles for his opinion is limited to matters governed by the purpose of such opinion has been made, and that they are relying upon a general review Federal laws of the titles United States of America and the laws of the Company, upon abstracts, reports and policies State of title companies rendered or issued at or subsequent New York. Such counsel shall also have furnished to the time of acquisition of Representatives a written statement, addressed to the Underwriters and dated the Delivery Date, in form and substance satisfactory to the Representatives, to the effect that (x) such property by the Company, upon opinions of counsel has acted as counsel to the lessors Company on a regular basis with respect to corporate and securities law matters (although the Company is also represented by its General Counsel and, with respect to certain other matters, by other outside counsel) and has acted as counsel to the Company in connection with the preparation of the Registration Statements, and (y) based on the foregoing, no facts have come to the attention of such property andcounsel which lead him to believe that (I) the Registration Statements (other than the financial statements and other financial data contained therein, as to which such counsel need make no such written statement), as of their respective Effective Dates, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (other than the financial statements and other financial data contained therein, as to which such counsel need make no such written statement) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in respect of matters of fact, upon certificates of officers light of the Companycircumstances under which they were made, provided that not misleading or (II) any document incorporated by reference in the Prospectus or any further amendment or supplement to any such incorporated document made by the Company prior to the Delivery Date (other than the financial statements and other financial data contained therein, as to which such counsel shall need make no such written statement), when they became effective or were filed with the Commission, as the case may be, contained any untrue statement of a material fact or omitted to state that any material fact necessary in order to make the statements therein, in light of the circumstances under which they believe that both you were made, not misleading. The foregoing opinion and they are justified statement may be qualified by a statement to the effect that, except as stated in relying upon such opinions, abstracts, reports, policies and certificates); paragraph (ii) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BY-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONabove, AGREEMENTsuch counsel does not assume any responsibility for the accuracy, COVENANT OR CONDITION CONTAINED IN ANY INDENTURE, MORTGAGE, DEED OF TRUST, LOAN AGREEMENT, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUND;]completeness or fairness of the statements contained in the Registration Statements or the Prospectus.

Xxxxx X. XxxxxxxXxxxxxxx, Executive Vice President and General Counsel for the Company's General Counsel, shall have furnished to you his written opinion, subject to the limitations and qualifications set forth in such opinion, dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Any The Company has such power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Circular; (ii) The Company, as of the date specified in the Offering Circular, has an authorized capitalization as set forth under the caption “Capitalization” in the Offering Circular and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company; provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (iv) Those subsidiaries listed on Schedule I hereto (the “Scheduled Subsidiaries”) have each been duly incorporated or organized and each is validly existing as an entity, and where such term applies, in good standing under the laws of its jurisdiction of incorporation or organization; and all of the issued shares of capital stock of each such Scheduled Subsidiary held by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares and as otherwise included in the Offering Circular) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or such Scheduled Subsidiaries; provided that such counsel shall state that he believes that both you and he are justified in relying upon such opinions and certificates); (v) The Company and the Scheduled Subsidiaries have good and marketable title in fee simple to all real property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Offering Circular or would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole and do not interfere with the use made and proposed to be made of such property by the Company and the Scheduled Subsidiaries; and any real property and buildings held under lease by the Company is and the Scheduled Subsidiaries are held by it them under valid, subsisting and enforceable leases with such exceptions as are would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Scheduled Subsidiaries (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying he may rely upon a general review of the titles of the CompanyCompany and the Scheduled Subsidiaries, upon opinions of local counsel and abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by the CompanyCompany or the Scheduled Subsidiaries, upon opinions of counsel to the lessors of such property and, in respect of matters of fact, upon certificates of officers of the Company, Company or the Scheduled Subsidiaries; provided that such counsel shall state that they believe he believes that both you and they he are justified in relying upon such opinions, abstracts, reports, policies and certificates); (iivi) THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF INCORPORATION OR BYTo the best of such counsel’s knowledge and other than as set forth in the Offering Circular, there are no legal or governmental proceedings pending to which the Company or any of the Scheduled Subsidiaries is a party or of which any property of the Company or any of the Scheduled Subsidiaries is the subject which, if determined adversely to the Company or any of the Scheduled Subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s knowledge and other than as set forth in the Offering Circular, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except, such as may be required under the Act in connection with the shares of Stock issuable upon conversion of the Securities and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchaser; (viii) The resolutions of the Board of Directors of the Company approving the issuance of the Securities have reserved the Conversion Shares for issuance; (ix) Neither the Company nor any of the Scheduled Subsidiaries is in violation of its Certificate of Incorporation or By-LAWS OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATIONlaws or in default in the performance or observance of any obligation, AGREEMENTcovenant or condition contained in any indenture, COVENANT OR CONDITION CONTAINED IN ANY INDENTUREmortgage, MORTGAGEdeed of trust, DEED OF TRUSTloan agreement, LOAN AGREEMENTlease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except for such defaults which would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, OR LEASE OR AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES MAY BE BOUNDstockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole;] (x) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of the Scheduled Subsidiaries is a party or by which the Company or any of the Scheduled Subsidiaries is bound or to which any of the property or assets of the Company or any of the Scheduled Subsidiaries is subject, (2) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (3) result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Scheduled Subsidiaries or any of their properties except in the case of clauses (1) and (3) above which would not individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (xi) The documents incorporated by reference in the Offering Circular or any further amendment or supplement thereto, made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xii) No registration of the Securities under the Act, and no qualification of an indenture under the United States Trust Indenture Act of 1939 with respect thereto, is required for the offer, sale and initial resale of the Securities by the Purchaser in the manner contemplated by this Agreement; and (xiii) The Company is not, and after giving effect to the offering and sale of the Securities to be issued and sold by the Company under this Agreement and the Indenture and the application of the net proceeds from such sale as described in the Offering Circular under the caption “Use of Proceeds”, will not be required to register as an “investment company”, as such term is defined in the Investment Company Act.