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

Authorization and Validity of the Notes. The Notes have been duly and validly authorized for issuance, offer and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against payment of the consideration therefor, 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, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principles, and except further as enforcement thereof may be limited by (1) requirements that a claim with respect to any Notes payable other than in U.S. dollars (or a foreign currency or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (2) governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes and the Indenture will be substantially in the form heretofore delivered to the Agents and conform in all material respects to all statements relating thereto contained in the Prospectus; and each holder of Notes will be entitled to the benefits of the Indenture.

Authorization and Validity of the Notes. The Notes have been duly and validly authorized for issuance, offer issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against payment of the consideration therefortherefor specified in the Prospectus or pursuant to 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, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principles, and except further as enforcement thereof may be limited by (1i) requirements that a claim with respect to any Notes payable denominated other than in U.S. United States dollars (or a foreign currency or composite currency unit judgment in respect of such claim) be converted into U.S. United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (2ii) governmental authority to limit, delay or prohibit the making of payments in a foreign currency or currency units or payments outside the United States; the Notes and the Indenture will be substantially in the form heretofore delivered to the Agents Agent and conform in all material respects to all statements relating thereto contained in the Prospectus; and each holder of the Notes will be entitled to the benefits of provided by the Indenture.

Authorization and Validity of the Notes. The Notes have been duly and validly authorized for issuance, offer and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against payment of the consideration therefor, 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, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' ’ rights generally or by general equity principles, and except further as enforcement thereof may be limited by (1) requirements that a claim with respect to any Notes payable other than in U.S. dollars (or a foreign currency or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (2) governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes and the Indenture will be substantially in the form heretofore delivered to the Agents and will conform in all material respects to all statements relating thereto contained in the Prospectus; and each holder of Notes will be entitled to the benefits of the Indenture.

Authorization and Validity of the Notes. The Notes have been duly and validly authorized for issuanceoffering, offer issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture Indenture, against payment of the consideration therefortherefor specified in the Prospectus or agreed upon pursuant to the provisions of this Agreement, the Notes will constitute valid and legally binding obligations of the Company Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principlesprinciples (regardless of whether enforcement is considered in a preceding in equity or at law), and except further as enforcement thereof may be limited by (1) requirements that a claim with respect to any Notes payable other than in U.S. dollars a foreign or composite currency (or a foreign currency or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of or exchange prevailing on a date determined pursuant to applicable law or (2) governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes and the Indenture will be substantially in the form heretofore delivered to the Agents and such Notes and the Indenture will conform in all material respects to all the respective statements relating thereto contained in the ProspectusRegistration Statement, the Prospectus and the General Disclosure Package; and each holder of Notes will be entitled to the benefits of the Indenture.

Authorization and Validity of the Notes. The Notes have been duly and validly authorized for issuance, offer and sale pursuant to this Agreement and, when issued, authenticated cated and delivered pursuant to the provisions of this Agreement and the Indenture against payment of the consideration therefortherefor specified in the Prospectus or pursuant to 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, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principles, and except further as enforcement thereof may be limited by (1i) requirements that a claim with respect to any Notes payable denominated other than in U.S. United States dollars (or a foreign currency or composite currency unit judgment in respect of such claim) be converted into U.S. United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (2ii) governmental authority to limit, delay or prohibit the making of payments in a foreign currency or currency units or payments outside the United States; the Notes and the Indenture will be substantially in the form heretofore delivered to the Agents Agent and conform in all material respects to all statements relating thereto contained in the Prospectus; and each holder of the Notes will be entitled to the benefits of provided by the Indenture.