Common use of The Subsidiary Guaranty Clause in Contracts

The Subsidiary Guaranty. The documents referred to in clauses (a) through (c) above are herein sometimes referred to as the "CREDIT DOCUMENTS". In our examination we have assumed the genuineness of all signatures (other than as to any representative of a Credit Party), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to questions of fact not independently verified by us, we have relied, to the extent we deemed appropriate, upon representations and certificates of officers of the respective Credit Parties, public officials and other appropriate persons. All assumptions and statements of reliance as to factual matters herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. We have made such investigations of law as we deemed appropriate as a basis for rendering the opinions expressed below. We have neither examined nor requested an examination of the indices or records of any court or governmental or other agency, authority, instrumentality or entity, nor have we made inquiry of any person or entity, except as expressly set forth in this opinion letter. In addition, we have not independently verified or investigated the accuracy or completeness of any factual information, and because the scope of our examination did not include such verification, we assume no responsibility for the accuracy or completeness of any such information. In opining herein, we have made no independent investigation of the applicable facts other than a review of (a) information in our files, (b) representations and certificates of officers of the Borrower, public officials and other appropriate persons, and (c) warranties and representations as to certain factual matters contained in the Credit Documents. As used herein, "to our knowledge" shall mean to the actual knowledge of the lawyers who have been actively involved in the negotiation of the Credit Documents and the lawyers in our firm who are the current primary contacts for the Borrower at the firm. Based upon the foregoing and subject to the qualifications, assumptions and limitations contained in this opinion letter, we are of the opinion that:

The Subsidiary Guaranty. The documents referred to in clauses (a) through (c) above are herein sometimes referred to as the "CREDIT DOCUMENTS". In our examination we have assumed the genuineness of all signatures (other than as to any representative of a Credit Party), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to questions of fact not independently verified by us, us we have relied, to the extent we deemed appropriate, upon representations and certificates of officers of the respective Credit Parties, public officials and other appropriate persons. We have also assumed, with your approval, the due authorization, execution and delivery of the Credit Documents on the part of the Administrative Agent and the Lenders and the legality, validity, binding effect on, and enforceability of the Credit Documents against those persons. All assumptions and statements of reliance as to factual matters herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. We understand that you have made such investigations considered the applicability of fraudulent transfer laws to the transactions contemplated by the Credit Documents, as to which laws we express no opinion, and have satisfied yourself with respect thereto. Our examination of matters of law as we deemed appropriate as a basis for rendering in connection with the opinions expressed belowherein has been limited to the federal laws of the United States, the laws of the State of Ohio, and the corporate laws of the State of Delaware, and accordingly, no opinions expressed herein shall be deemed to cover any other laws. We have neither examined nor requested an examination of the indices or records of any court or governmental or other agency, authority, instrumentality or entity, nor have we made inquiry of any person or entity, except as expressly set forth in this opinion letter. In addition, we have not independently verified or investigated the accuracy or completeness of any factual informationinformation and, and because the scope of our examination did not include such verification, we assume no responsibility for the accuracy or completeness of any such information. In opining herein, we have made no independent investigation of the applicable facts other than a review of (a) information in our files, (b) representations and certificates of officers of the Borrower, public officials and other appropriate persons, and (c) warranties and representations as to certain factual matters contained in the Credit Documents. As used herein, "to our knowledge" shall mean to the actual knowledge of the lawyers who have been actively involved in the negotiation of the Credit Documents and the lawyers in our firm who are the current primary contacts for the Borrower at the firm. Based upon the foregoing and subject to the qualifications, assumptions and limitations contained in this opinion letter, we are of the opinion that:

The Subsidiary Guaranty. The Borrower Pledge Agreement; The Subsidiary Pledge Agreement dated the date hereof executed by ▇▇▇▇▇▇▇▇ ▇▇▇▇ Services, Inc. (“Services”) in favor of Administrative Agent (and together with the Borrower Pledge Agreement, the “Pledge Agreements”); The Financing Statements describing the Company and Services as Debtors and Administrative Agent as Secured Party, copies of which have been delivered to us in final form prior to the Closing Date; The Certificates of Incorporation of the Loan Parties, each as amended to date; The bylaws of the Loan Parties, each as amended to date; and Copies of resolutions of the Boards of Directors of the Loan Parties relating to the Agreement and other Loan Documents and the transactions contemplated thereby. The documents referred to listed in clauses (aA) through (cD) above are herein sometimes referred to herein as the "CREDIT DOCUMENTS"“Transaction Documents”. Additionally, in rendering the opinions set forth below, we have reviewed such other records, certificates and documents as we have deemed appropriate for the purposes of such opinions. As to any facts material to our opinions, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon statements of public officials and officers or other representatives of the Company and on the representations and warranties set forth in the Transaction Documents. In our examination rendering the opinions expressed below, we have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than as of the officers of the Loan Parties with respect to any representative of a Credit Partythe Transaction Documents), the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to questions of fact not independently verified by us, we have relied, to the extent we deemed appropriate, upon representations and certificates of officers of the respective Credit Parties, public officials and other appropriate persons. All which assumptions and statements of reliance as to factual matters herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. We have made such investigations of law as we deemed appropriate as a basis for rendering the opinions expressed below. We have neither examined nor requested an examination of the indices or records of any court or governmental or other agency, authority, instrumentality or entity, nor have we made inquiry of any person or entity, except as expressly set forth in this opinion letter. In addition, we have not independently verified or investigated verified. In addition we have assumed that the accuracy or completeness Transaction Documents have been duly executed and delivered by each party thereto (other than the Loan Parties) and constitute valid, binding and enforceable obligations of such parties (other than the Loan Parties) and that the laws of any factual information, and because jurisdiction other than the scope jurisdictions that are the subject of our examination did this opinion letter do not include such verification, we assume no responsibility for affect the accuracy or completeness of any such information. In opining herein, we have made no independent investigation terms of the applicable facts other than a review of (a) information in our files, (b) representations and certificates of officers of the Borrower, public officials and other appropriate persons, and (c) warranties and representations as to certain factual matters contained in the Credit Transaction Documents. As used herein, "to our knowledge" shall mean to the actual knowledge of the lawyers who have been actively involved in the negotiation of the Credit Documents and the lawyers in our firm who are the current primary contacts for the Borrower at the firm. Based upon the foregoing foregoing, and subject to the assumptions, qualifications, assumptions exceptions and limitations contained in this opinion letterset forth herein, we are of the it is our opinion that:

The Subsidiary Guaranty. The documents referred In addition to the foregoing, we have reviewed (i) the certificates of incorporation certified by the Secretary of State of the State of Delaware of IVZ and each Subsidiary Guarantor, (ii) the by-laws of IVZ and each Subsidiary Guarantor, (iii) the resolutions of the board of directors of IVZ and each Subsidiary Guarantor with respect to the transactions contemplated by the Transaction Documents (items (i) through (iii) collectively, the “Organizational Documents”), (iv) certificates of public officials concerning the legal existence and good standing of IVZ and each Subsidiary Guarantor, (v) certificates of corporate officers and (vi) originals or copies, certified or otherwise identified to our satisfaction, of documents, corporate records, and other instruments, and made such further legal and factual examinations, as we have deemed necessary for the purposes of expressing the opinions set forth herein. In making the examinations described above and in clauses rendering the opinions expressed below, we have assumed: (a) through (c) above are herein sometimes referred to as the "CREDIT DOCUMENTS". In our examination we have assumed the genuineness of all signatures signatures, (other than as to any representative b) the legal capacity of a Credit Party)natural persons, (c) the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As documents, (d) the due authorization, execution and delivery of the Transaction Documents by all parties thereto (other than IVZ and the Subsidiary Guarantors with respect to questions any Transaction Documents to which they are a party), (e) that such Transaction Documents are legal, valid and binding obligations of the parties thereto enforceable against all such parties thereto (other than the Borrowers, the Parent and the Subsidiary Guarantors), (f) all parties to the Transaction Documents (other than IVZ and the Subsidiary Guarantors) have the full power, authority and legal right to perform their respective obligations under such Transaction Documents, (g) that all of the representations and warranties made by the Borrowers, the Parent and the Subsidiary Guarantors in the Transaction Documents are true and correct as to the factual matters therein, (h) the Lenders and the Agent have acted in good faith and without notice of any defense against enforcement of rights created by the transactions (the “Transactions”) contemplated by the Credit Agreement and the other Transaction Documents, (i) each party to the Credit Agreement and the other Transaction Documents has complied with all laws applicable to it that affect the Transactions, (j) the Transactions comply with any test required by any applicable law of good faith or fairness, (k) each applicable law or regulation for which we are deemed to be responsible is published, accessible and generally available to lawyers practicing in the State of New York, (l) there is no understanding or agreement not embodied in the Transaction Documents among parties to the Transactions that would modify any term of a Transaction Document or any right or obligation of a party thereto, and (m) with May 24, 2010 Page 3 respect to the Transactions and the Transaction Documents, there has been no mutual mistake of fact not independently verified by us, we and there exists no fraud or duress. We have relied, with your permission, upon the representations and warranties contained in the Credit Agreement and the other Transaction Documents to the extent we deemed appropriate, the same relate to matters of fact relevant to the opinions expressed herein and upon representations and certificates of officers of the respective Credit Parties, public officials and other appropriate persons. All assumptions certain officers of each of the Borrowers, the Parent and statements of reliance as to factual matters herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion Subsidiary Guarantors with respect to the subject matter or accuracy of such assumptions or items relied uponfactual matters contained therein. We In addition we have made such investigations of law assumed, with your permission, the following matters (as to which we deemed appropriate as a basis for rendering understand you are relying solely upon the opinions expressed below. We have neither examined nor requested an examination of Linklaters, U.K. counsel to IHCL and ▇▇▇▇▇▇▇, Bermuda counsel to the indices or records of any court or governmental or other agency, authority, instrumentality or entity, nor have we made inquiry of any person or entity, except as expressly set forth in this opinion letter. In addition, we have not independently verified or investigated the accuracy or completeness of any factual information, and because the scope of our examination did not include such verification, we assume no responsibility for the accuracy or completeness of any such information. In opining herein, we have made no independent investigation of the applicable facts other than a review of Parent): (a) information in our files, IHCL is a limited company formed and existing under the laws of England. (b) representations The Parent is an exempted company incorporated with limited liability and certificates existing under the laws of officers of the Borrower, public officials and other appropriate persons, and Bermuda. (c) warranties ICHL has the power to execute, deliver and representations as perform the Transaction Documents to certain factual matters contained in which it is a party, and the Credit Documents. As used hereinParent has all requisite corporate power to enter into, "execute, deliver and perform its obligations under the Transaction Documents to our knowledge" shall mean to which it is a party. (d) The execution, delivery and performance by each of IHCL and the actual knowledge Parent of the lawyers who Transaction Documents to which it is a party have been actively involved in the negotiation duly authorized by all requisite corporate action of the Credit Documents each of IHCL and the lawyers in our firm who are the current primary contacts for the Borrower at the firm. Based upon the foregoing and subject to the qualifications, assumptions and limitations contained in this opinion letter, we are of the opinion that:Parent.