Common use of Authorization of the Indenture and the Supplemental Indenture Clause in Contracts

Authorization of the Indenture and the Supplemental Indenture. The Indenture has been duly qualified under the Trust Indenture Act of 1939 (“Trust Indenture Act”). Each of the Base Indenture and the Fourth Supplemental Indenture (including the Guarantees provided for therein) has been duly authorized by the Company and the Subsidiary Guarantors and, (I) the Base Indenture has been duly executed and delivered and (II) at the Closing Time, the Fourth Supplemental Indenture will have been duly executed and delivered, in each case, by the Company and the Subsidiary Guarantors and the Base Indenture constitutes, and at the Closing Time, the Fourth Supplemental Indenture will constitute, a valid and binding agreement of the Company and the Subsidiary Guarantors, enforceable against them in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) with respect to rights of indemnification or contribution, federal or state securities laws or principles of public policy.

Authorization of the Indenture and the Supplemental Indenture. The Indenture has been duly qualified under the Trust Indenture Act of 1939 (“Trust Indenture Act”). Each of the Base Indenture and the Fourth Eighth Supplemental Indenture (including the Subsidiary Guarantees provided for therein) has been duly authorized by the Company and the Subsidiary Guarantors and, (I) the Base Indenture has been duly executed and delivered and (II) at the Closing Time, the Fourth Eighth Supplemental Indenture will have been duly executed and delivered, in each case, by the Company and the Subsidiary Guarantors and the Base Indenture constitutes, and at the Closing Time, the Fourth Eighth Supplemental Indenture will constitute, a valid and binding agreement of the Company and the Subsidiary Guarantors, enforceable against them in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) with respect to rights of indemnification or contribution, federal or state securities laws or principles of public policy.

Authorization of the Indenture and the Supplemental Indenture. The Indenture has been duly qualified under the Trust Indenture Act of 1939 (“Trust Indenture Act”). Each of the Base Indenture and the Fourth Seventh Supplemental Indenture (including the Subsidiary Guarantees provided for therein) has been duly authorized by the Company and the Subsidiary Guarantors and, (I) the Base Indenture has been duly executed and delivered and (II) at the Closing Time, the Fourth Seventh Supplemental Indenture will have been duly executed and delivered, in each case, by the Company and the Subsidiary Guarantors and the Base Indenture constitutes, and at the Closing Time, the Fourth Seventh Supplemental Indenture will constitute, a valid and binding agreement of the Company and the Subsidiary Guarantors, enforceable against them in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) with respect to rights of indemnification or contribution, federal or state securities laws or principles of public policy.

Authorization of the Indenture and the Supplemental Indenture. The Indenture has been will be as of the Closing Time duly qualified under the Trust Indenture Act of 1939 (“Trust Indenture Act”). Each of the Base Indenture and the Fourth First Supplemental Indenture (including the Subsidiary Guarantees provided for therein) has ), at the Closing Time, will have been duly authorized by the Company and the Subsidiary Guarantors and, at the Closing Time, (I) the Base Indenture has will have been duly executed and delivered and (II) at the Closing Time, the Fourth First Supplemental Indenture will have been duly executed and delivered, in each case, by the Company and the Subsidiary Guarantors and the Base Indenture constitutes, and at the Closing Time, the Fourth First Supplemental Indenture will constitute, a valid and binding agreement of the Company and the Subsidiary Guarantors, enforceable against them in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) with respect to rights of indemnification or contribution, federal or state securities laws or principles of public policy.

Authorization of the Indenture and the Supplemental Indenture. The Indenture has been duly qualified under the Trust Indenture Act of 1939 (“Trust Indenture Act”). Each of the Base Indenture and the Fourth Sixth Supplemental Indenture (including the Subsidiary Guarantees provided for therein) has been duly authorized by the Company and the Subsidiary Guarantors and, (I) the Base Indenture has been duly executed and delivered and (II) at the Closing Time, the Fourth Sixth Supplemental Indenture will have been duly executed and delivered, in each case, by the Company and the Subsidiary Guarantors and the Base Indenture constitutes, and at the Closing Time, the Fourth Sixth Supplemental Indenture will constitute, a valid and binding agreement of the Company and the Subsidiary Guarantors, enforceable against them in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) with respect to rights of indemnification or contribution, federal or state securities laws or principles of public policy.

Authorization of the Indenture and the Supplemental Indenture. The Indenture has been duly qualified under the Trust Indenture Act of 1939 (“Trust Indenture Act”). Each of the Base Indenture and the Fourth Second Supplemental Indenture (including the Subsidiary Guarantees provided for therein) has been duly authorized by the Company and the Subsidiary Guarantors and, and (I) the Base Indenture has been duly executed and delivered and (II) at the Closing Time, the Fourth Second Supplemental Indenture will have been duly executed and delivered, in each case, by the Company and the Subsidiary Guarantors and the Base Indenture constitutes, and at the Closing Time, the Fourth Second Supplemental Indenture will constitute, a valid and binding agreement of the Company and the Subsidiary Guarantors, enforceable against them in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) with respect to rights of indemnification or contribution, federal or state securities laws or principles of public policy.

Authorization of the Indenture and the Supplemental Indenture. The Indenture has been duly qualified under the Trust Indenture Act of 1939 (“Trust Indenture Act”). Each of the Base Indenture and the Fourth Ninth Supplemental Indenture (including the Subsidiary Guarantees provided for therein) has been duly authorized by the Company and the Subsidiary Guarantors and, (I) the Base Indenture has been duly executed and delivered and (II) at the Closing Time, the Fourth Ninth Supplemental Indenture will have been duly executed and delivered, in each case, by the Company and the Subsidiary Guarantors and the Base Indenture constitutes, and at the Closing Time, the Fourth Ninth Supplemental Indenture will constitute, a valid and binding agreement of the Company and the Subsidiary Guarantors, enforceable against them in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) with respect to rights of indemnification or contribution, federal or state securities laws or principles of public policy.

Authorization of the Indenture and the Supplemental Indenture. The Indenture has been duly qualified under the Trust Indenture Act of 1939 (“Trust Indenture Act”). Each of the Base Indenture and the Fourth Fifth Supplemental Indenture (including the Subsidiary Guarantees provided for therein) has been duly authorized by the Company and the Subsidiary Guarantors and, (I) the Base Indenture has been duly executed and delivered and (II) at the Closing Time, the Fourth Fifth Supplemental Indenture will have been duly executed and delivered, in each case, by the Company and the Subsidiary Guarantors and the Base Indenture constitutes, and at the Closing Time, the Fourth Fifth Supplemental Indenture will constitute, a valid and binding agreement of the Company and the Subsidiary Guarantors, enforceable against them in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) with respect to rights of indemnification or contribution, federal or state securities laws or principles of public policy.