Common use of Authorization of the Guarantees Clause in Contracts

Authorization of the Guarantees. Each Guarantee has been duly and validly authorized by the applicable Guarantor and, when the Original Notes are issued and delivered by or on behalf of the Company and authenticated by the Trustee against payment therefor by the Initial Purchasers in accordance with the terms of this Agreement and the Indenture, will be legally binding and valid obligations of such Guarantor, enforceable against such Guarantor in accordance with its terms, except that enforceability thereof may be limited by the Enforceability Exceptions. Each Guarantee, when the Original Notes are issued, authenticated by the Trustee and delivered by or on behalf of the Company, will conform in all material respects to the description thereof in the Offering Memorandum. Each guarantee of the Exchange Notes has been duly and validly authorized by the applicable Guarantor and, when the Exchange Notes are issued, authenticated by the Trustee and delivered by or on behalf of the Company in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the applicable indenture, will be legally binding and valid obligations of such Guarantor, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by the Enforceability Exceptions.

Authorization of the Guarantees. Each Guarantor has all requisite corporate, limited liability company or partnership power and authority to issue its Guarantee has with respect to the Notes and the Exchange Notes. The Guarantees with respect to the Notes have been duly and validly authorized by the applicable Guarantor Guarantors and, when the Original Notes are issued and delivered have been duly executed by or on behalf of the Company and Issuers, authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered against payment therefor by of the Initial Purchasers purchase price therefor, will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with the terms of this Agreement and the Indenture, will be legally binding and valid obligations of such Guarantor, enforceable against such Guarantor in accordance with its their terms, except that enforceability as the enforcement thereof may be limited by the Enforceability Exceptions. Each Guarantee, when the Original Notes are issued, authenticated by the Trustee and delivered by or on behalf of the Company, will conform in all material respects The Guarantees with respect to the description thereof in the Offering Memorandum. Each guarantee of the Exchange Notes has have been duly and validly authorized by the applicable Guarantor Guarantors and, when the Exchange Notes are issuedhave been duly executed by the Issuers, authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered by or on behalf in exchange for the Notes in the Exchange Offer, will constitute valid and binding obligations of the Company Guarantors, entitled to the benefits of the Indenture, enforceable against the Guarantors in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the applicable indenture, will be legally binding and valid obligations of such Guarantor, enforceable against it in accordance with its their terms, except as the enforceability enforcement thereof may be limited by the Enforceability Exceptions.

Authorization of the Guarantees. Each Guarantor has all requisite corporate, limited liability company or partnership, as applicable, power and authority to issue its Guarantee has with respect to the Notes and the Exchange Notes. The Guarantees with respect to the Notes have been duly and validly authorized by the applicable Guarantor Guarantors and, when the Original Notes are issued and delivered have been duly executed by or on behalf of the Company and Issuers, authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered against payment therefor by of the Initial Purchasers purchase price therefor, will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with the terms of this Agreement and the Indenture, will be legally binding and valid obligations of such Guarantor, enforceable against such Guarantor in accordance with its their terms, except that enforceability as the enforcement thereof may be limited by the Enforceability Exceptions. Each Guarantee, when the Original Notes are issued, authenticated by the Trustee and delivered by or on behalf of the Company, will conform in all material respects The Guarantees with respect to the description thereof in the Offering Memorandum. Each guarantee of the Exchange Notes has have been duly and validly authorized by the applicable Guarantor Guarantors and, when the Exchange Notes are issuedhave been duly executed by the Issuers, authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered by or on behalf in exchange for the Notes in the Exchange Offer, will constitute valid and binding obligations of the Company Guarantors, entitled to the benefits of the Indenture, enforceable against the Guarantors in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the applicable indenture, will be legally binding and valid obligations of such Guarantor, enforceable against it in accordance with its their terms, except as the enforceability enforcement thereof may be limited by the Enforceability Exceptions.