Common use of Authorization of Guarantees of Series B Notes Clause in Contracts

Authorization of Guarantees of Series B Notes. The Guarantee to be endorsed on the Series B Notes by each Guarantor has been duly authorized by each such Guarantor and, if and when the Series B Notes are issued, when executed by each such Guarantor, will have been validly executed and delivered by each such Guarantor in accordance with the terms of the Indenture, the Registration Rights Agreement and the Registered Exchange Offer. When the Series B Notes have been issued, executed and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Registered Exchange Offer, the Guarantee of each Guarantor endorsed on the Series B Notes will be the legal, valid and binding obligation of each such Guarantor, enforceable against each such Guarantor in accordance with its terms, except to the extent that (i) such enforceability may be limited by applicable bankruptcy, reorganization, insolvency , moratorium or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law). When issued, the Guarantees to be endorsed on the Series B Notes will rank pari passu in right of payment with all senior Indebtedness of the Guarantors that is outstanding on the date hereof and senior in right of payment to all other Indebtedness of the Guarantors that is outstanding on the date hereof; provided, that pursuant to the Intercreditor Agreement, the Lien on the Collateral securing the New Credit Facility will be senior to the Lien on the Collateral securing the Notes and the Guarantees.

Authorization of Guarantees of Series B Notes. The Guarantee to be endorsed on the Series B Notes by each Guarantor has been duly authorized by each such Guarantor and, if and when the Series B Notes are issued, when executed by each such Guarantor, will have been validly executed and delivered by each such Guarantor in accordance with the terms of the Indenture, the Registration Rights Agreement and the Registered Exchange Offer. When the Series B Notes have been issued, executed and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement Registered Exchange Offer and the Registered Exchange OfferIndenture, the Guarantee of each Guarantor endorsed on the Series B Notes will be the legal, valid and binding obligation of each such Guarantor, enforceable against each such Guarantor in accordance with its terms, except to the extent that (i) such enforceability may be limited by applicable bankruptcy, reorganization, insolvency , moratorium or similar laws affecting creditors’ ' rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law). When issued, the The Guarantees to be endorsed on the Series B Notes will rank pari passu in right of payment on a parity with all senior Indebtedness of the Guarantors that is outstanding on the date hereof or that may be incurred hereafter and senior in right of payment to all other Indebtedness of the Guarantors that is outstanding on the date hereofhereof or that may be incurred hereafter; provided, that pursuant to the Intercreditor Agreement, the Lien on the Collateral securing the New Credit Facility will be senior to the Lien on the Collateral securing the Notes and the Guarantees.

Authorization of Guarantees of Series B Notes. The Guarantee to be endorsed on the Series B Notes by each Subsidiary Guarantor has been duly authorized by each such Subsidiary Guarantor (other than Trump) and effective upon the consummation of the Acquisition, will bx xxxy authorized by Trump and, if and when the Series B Notes are issued, when executed by each such Guarantor, will have been validly executed xxxxuted and delivered by each such Subsidiary Guarantor in accordance with the terms of the Indenture, the Registration Rights Agreement and the Registered Exchange Offer. When the Series B Notes have been issued, executed and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement Registered Exchange Offer and the Registered Exchange OfferIndenture, the Guarantee of each Subsidiary Guarantor endorsed on the Series B Notes will be the legal, valid and binding obligation of each such Subsidiary Guarantor, enforceable against each such Subsidiary Guarantor in accordance with its terms, except to the extent that (i) such enforceability may be limited by applicable bankruptcy, reorganization, insolvency , moratorium or similar laws affecting creditors’ ' rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law). When issued, the The Guarantees to be endorsed on the Series B Notes will rank pari passu in right of payment on a parity with all senior Indebtedness of the Subsidiary Guarantors that is outstanding on the date hereof or that may be incurred hereafter and senior in right of payment to all other Indebtedness of the Subsidiary Guarantors that is outstanding on the date hereofhereof or that may be incurred hereafter; provided, that pursuant to the Amended Intercreditor Agreement, the Lien on the Collateral securing the New Amended Credit Facility will be senior to the Lien on the Collateral securing the Notes and the Guarantees.