Common use of Authorization of the Guarantee Clause in Contracts

Authorization of the Guarantee. The Guarantee has been duly authorized by the Guarantor and when duly executed, issued and delivered as provided for in the Indenture, will constitute the valid and binding agreement of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

Authorization of the Guarantee. The Guarantee has been duly and validly authorized by the Guarantor and and, when the Guarantee is duly executed, issued and delivered as in the manner provided for in the Indenture, will constitute the a valid and binding agreement obligation of the Guarantor, Guarantor enforceable against the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers, preference or similar laws), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing. On the Closing, and the Guarantee will be in the form contemplated by, and entitled to the benefits of, of the Indenture.