Common use of Authorization of the Notes and the Exchange Notes Clause in Contracts

Authorization of the Notes and the Exchange Notes. The Notes to be purchased by the Initial Purchasers from the Issuers will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Issuers and, when authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Issuers, and when authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered in exchange for the Notes in the Exchange Offer, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

Authorization of the Notes and the Exchange Notes. The Notes to be purchased by the Initial Purchasers from the Issuers will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Issuers and, when authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Issuers, and when authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered in exchange for the Notes in the Exchange Offer, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

Authorization of the Notes and the Exchange Notes. The Notes to be purchased by the Initial Purchasers from the Issuers will on the Closing Date be Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at on the Closing Date, will have been duly executed by the Issuers Company and, when authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the IssuersCompany, enforceable against the Issuers Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, Exceptions and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the IssuersCompany, and when authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered authenticated in exchange for accordance with the Notes in terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the IssuersCompany, enforceable against the Issuers Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, Exceptions and will be entitled to the benefits of the Indenture.

Authorization of the Notes and the Exchange Notes. (i) The Notes to be purchased by the Initial Purchasers from the Issuers will on the Closing Date be are in the form contemplated by the Indenture, have been duly authorized by the Issuer for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Issuers Issuer and, when authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered against payment by the Initial Purchaser of the purchase price therefortherefor on the Closing Date, will constitute valid and binding obligations agreements of the IssuersIssuer, enforceable against the Issuers Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture. The ; and (ii) the Exchange Notes have been duly and validly authorized for issuance by the IssuersIssuer, and if and when issued and authenticated by in accordance with the Trustee in the manner provided for in terms of the Indenture and issued and delivered in exchange for accordance with the Notes in the Exchange OfferRegistration Rights Agreement, will would, if issued today, constitute valid and binding obligations of the IssuersIssuer, enforceable against the Issuers Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the Enforceability Exceptions, rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture.