Common use of Authorization and Validity of the Notes Clause in Contracts

Authorization and Validity of the Notes. The Notes have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture against payment of the consideration therefor specified herein or in any Terms Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws relating to or affecting creditors' rights generally or by general equity principles, and will be entitled to the benefits provided by the Indenture, which will be substantially in the form heretofore delivered to the Agents; and the Notes and the Indenture conform in all material respects to all statements relating thereto contained in the Prospectus.

Authorization and Validity of the Notes. The Notes have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture Indentures against payment of the consideration therefor specified herein or in any Terms accordance with this Agreement, the Notes will constitute be valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws relating to or affecting creditors' rights generally or by general equity principles, and will be entitled to the benefits provided by of the IndentureIndentures, which will be substantially in the form forms heretofore delivered to the Agents; and the Notes and the Indenture Indentures conform in all material respects to all statements relating thereto contained in the Prospectus.

Authorization and Validity of the Notes. The Notes have been --------------------------------------- duly authorized for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture against payment of the consideration therefor specified herein or in any Terms Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws relating to or affecting creditors' rights generally or by general equity principles, and will be entitled to the benefits provided by the Indenture, which will be substantially in the form heretofore delivered to the Agents; and the Notes and the Indenture conform in all material respects to all statements relating thereto contained in the Prospectus.

Authorization and Validity of the Notes. The Notes have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture against payment of the consideration therefor specified herein in the Prospectus or in any Terms Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principles, ; the Notes and will be entitled to the benefits provided by the Indenture, which Indenture will be substantially in the form heretofore delivered to the Agents; Agents and the Notes and the Indenture conform in all material respects to all statements relating thereto contained in the Prospectus; and the Notes will be entitled to the benefits provided by the Indenture.

Authorization and Validity of the Notes. The Notes have --------------------------------------- been duly authorized for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture against payment of the consideration therefor specified herein or in any Terms Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws relating to or affecting creditors' rights generally or by general equity principles, and will be entitled to the benefits provided by the Indenture, which will be substantially in the form heretofore delivered to the Agents; and the Notes and the Indenture conform in all material respects to all statements relating thereto contained in the Prospectus.

Authorization and Validity of the Notes. The Notes have been duly authorized for issuance and sale pursuant to this Agreement and, when When issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture against payment of the consideration therefor specified herein in the Prospectus or in any Terms Agreement, the Notes will have been duly authorized for issuance and sale pursuant to this Agreement and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally or by general principles of equity principles, (regardless of whether such enforceability is considered in a proceeding in equity or at law); the Notes and will be entitled to the benefits provided by the Indenture, which Indenture will be substantially in the form heretofore delivered to the Agents; you and the Notes and the Indenture conform in all material respects to all statements relating thereto contained in the Prospectus; and the Notes will be entitled to the benefits provided by the Indenture.

Authorization and Validity of the Notes. The Notes have been duly authorized for issuance and sale pursuant to this Agreement and, when When issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture against payment of the consideration therefor specified herein in the Prospectus or in any Terms Agreement, the Notes will have been duly authorized for issuance and sale pursuant to this Agreement and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally or by general principles of equity principles, (regardless of whether such enforceability is considered in a proceeding in equity or at law); the Notes and will be entitled to the benefits provided by the Indenture, which Indenture will be substantially in the form heretofore delivered to the Agents; you and the Notes and the Indenture conform in all material respects to all statements relating thereto contained in the Prospectus.; and the Notes will be entitled to the benefits provided by the Indenture. (xiv)