(l) The Notes have been duly and validly authorized for issuance and sale to
the Underwriters by the Company and, when issued, authenticated and delivered by the Company against payment by the Underwriters in accordance with the terms of this Agreement and the Indenture, the Notes will be legal, valid and binding obligations
of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or similar laws affecting the enforcement of creditors rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought. The Notes, when issued, authenticated and
delivered, will conform in all material respects to the description thereof in the Time of Sale Information and the Prospectus.
(m) All taxes, fees and other governmental charges that are due and payable on or prior to the time of purchase in connection
with the execution, delivery and performance of the Operative Documents and the execution, delivery and sale of the Notes shall have been paid by or on behalf of the Company at or prior to the time of purchase, except for those failures which would
not reasonably be expected, either individually or in the aggregate, to interfere with or adversely affect the issuance of the Notes in any jurisdiction or adversely affect the consummation of the transactions contemplated by any of the Operative
Documents.
(n) None of the Company or any Significant Subsidiary is (A) in violation of its charter, bylaws or other
constitutive documents, (B) in default (or, with notice or lapse of time or both, would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any bond, debenture, note, indenture,
mortgage, deed of trust, loan or credit agreement, or other evidence of indebtedness, or any lease, license, franchise agreement, authorization, permit, certificate or other agreement or instrument to which any of them is a party or by which any of
them is bound or to which any of their assets or properties is subject (collectively, Agreements and Instruments), or (C) in violation of any law, statute, rule, regulation, judgment, order or decree of any domestic or foreign court
with jurisdiction over any of them or any of their assets or properties or other governmental or regulatory authority, agency or other body, that, in the case of clauses (B) and (C) herein, would reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect. There exists no condition that, with notice, the passage of time or otherwise, would constitute a default by the Company or any Significant Subsidiary under any such document or instrument
or result in the imposition of any penalty or the acceleration of any indebtedness, other than penalties, defaults or conditions that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
(o) The execution, delivery and performance by the Company of the Operative Documents, including the consummation of the offer
and sale of the Notes, does not or will not violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require
consent under, or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Significant Subsidiary or an acceleration of any indebtedness of the Company or any Significant Subsidiary
pursuant to, (i) the charter, bylaws or other constitutive documents of the Company or any Significant Subsidiary, (ii) any Agreements and Instruments, (iii) any law, statute, rule or regulation applicable to the Company or any of its
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