Common use of Authorization of Series A Notes Clause in Contracts

Authorization of Series A Notes. The Series A Notes have been duly authorized by the Company for issuance and sale to the Initial Purchasers pursuant to this Agreement and, on the Closing Date, when executed by the Company and authenticated by the Trustee, will have been validly executed, authenticated, issued and delivered by the Company in accordance with the terms of this Agreement and the Indenture. When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, the Series A 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 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 Series A Notes will rank pari passu in right of payment with all senior Indebtedness (as defined in the Offering Circular) of the Company that is outstanding on the date hereof and senior in right of payment to all other Indebtedness of the Company 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 Series A Notes. The Series A Notes have been duly authorized by each of the Company Issuers for issuance and sale to the Initial Purchasers pursuant to this Agreement and, on the Closing Date, when executed by the Company and authenticated by the Trustee, will have been validly executed, authenticated, issued and delivered by the Company Issuers in accordance with the terms of this Agreement and the Indenture. When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, the Series A Notes will be legal, valid and binding obligations of each of the CompanyIssuers, entitled to the benefits of the Indenture and enforceable against each of the Company Issuers in accordance with their terms, except to the extent that (i) such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium insolvency 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 Series A The Notes rank and will rank pari passu in right of payment on a parity with all senior Indebtedness (as defined in the Offering CircularIndenture) of each of the Company Issuers that is outstanding on the date hereof or that may be incurred hereafter and senior in right of payment to all other Indebtedness of each of the Company Issuers 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 Series A Notes. The Series A Notes have been duly authorized by each of the Company Issuers for issuance and sale to the Initial Purchasers Purchaser pursuant to this Agreement and, on the Closing Date, when executed by the Company Issuers and authenticated by the Trustee, will have been validly executed, authenticated, issued and delivered by the Company Issuers in accordance with the terms of this Agreement and the Indenture. When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers Purchaser in accordance with the terms of this Agreement, the Series A Notes will be legal, valid and binding obligations of the CompanyIssuers, entitled to the benefits of the Indenture and enforceable against the Company Issuers in accordance with their 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 Series A Notes will rank pari passu in right of payment with all senior Indebtedness (as defined in the Offering CircularMemorandum) of the Company Issuers that is outstanding on the date hereof and senior in right of payment to all other Indebtedness of the Company Issuers 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 Series A Notes. The Series A Notes have been duly authorized by each of the Company Issuers for issuance and sale to the Initial Purchasers Purchaser pursuant to this Agreement and, on the Closing Date, when executed by the Company and authenticated by the Trustee, will have been validly executed, authenticated, issued and delivered by the Company Issuers in accordance with the terms of this Agreement and the Indenture. When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers Purchaser in accordance with the terms of this Agreement, the Series A Notes will be legal, valid and binding obligations of each of the CompanyIssuers, entitled to the benefits of the Indenture and enforceable against each of the Company Issuers in accordance with their terms, except to the extent that (i) such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium insolvency 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 Series A The Notes rank and will rank pari passu in right of payment on a parity with all senior Indebtedness (as defined in the Offering CircularIndenture) of each of the Company Issuers that is outstanding on the date hereof or that may be incurred hereafter and senior in right of payment to all other Indebtedness of each of the Company Issuers that is outstanding on the date hereofhereof or that may be incurred hereafter; provided, that pursuant to the Amended Intercreditor Agreement, the Lien Liens on the Collateral securing the New Amended Credit Facility will be senior to the Lien on the Collateral securing the Notes and the Guarantees.

Authorization of Series A Notes. The Series A Notes have been duly authorized by each of the Company Issuers for issuance and sale to the Initial Purchasers Purchaser pursuant to this Agreement and, on the Closing Date, when executed by the Company and authenticated by the Trustee, will have been validly executed, authenticated, issued and delivered by the Company Issuers in accordance with the terms of this Agreement and the Indenture. When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers Purchaser in accordance with the terms of this Agreement, the Series A Notes will be legal, valid and binding obligations of each of the CompanyIssuers, entitled to the benefits of the Indenture and enforceable against each of the Company Issuers in accordance with their terms, except to the extent that (i) such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium insolvency 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 Series A The Notes rank and will rank pari passu in right of payment on a parity with all senior Indebtedness (as defined in the Offering CircularIndenture) of each of the Company Issuers that is outstanding on the date hereof or that may be incurred hereafter and senior in right of payment to all other Indebtedness of each of the Company Issuers 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.