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

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will on the Closing Date be in substantially the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company it in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether such principles are considered in a proceeding in equity or at law) and the exercise of equitable powers by a court of competent jurisdiction; public policy, contribution and indemnification; and an implied covenant of good faith and fair dealing, and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvencytransfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether such principles are considered in a proceeding in equity or at law) and the exercise of equitable powers by a court of competent jurisdiction; public policy, contribution and indemnification; and an implied covenant of good faith and fair dealing, and will be entitled to the benefits of the Indenture. The Guarantees of on the Closing Date and the Exchange Guarantees when the Exchange Notes set forth are issued in accordance with the Indenture and the Registration Rights Agreement will be in substantially the form contemplated by the Indenture and have been duly authorized for issuance and sale pursuant to this Agreement and Agreement, the Indenture; the Guarantees, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Exchange Notes have been issued and authenticated in accordance with the terms of manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the Guarantors; and, when the Exchange Notes have been authenticated in the manner provided for in the Indenture and issued and delivered in accordance with the Registration Rights Agreement, the Exchange Guarantees will constitute valid and binding agreements of the Guarantors, in each case, enforceable against each of the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether such principles are considered in a proceeding in equity or at law) and the exercise of equitable powers by a court of competent jurisdiction; public policy, contribution and indemnification; and an implied covenant of good faith and fair dealing, and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be Acquisition are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by Acquisition and, when executed by authenticated in the Company and authenticated by the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of Acquisition (and after the Merger, the Company), enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The ; (ii) prior to their issuance, the Exchange Notes will have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Supplemental Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The ; (iii) the Guarantees of the Notes set forth will be in the Indenture form contemplated by the Supplemental Indenture, will have been been, prior to their issuance, duly authorized for issuance and sale pursuant to this Agreement and the IndentureSupplemental Indenture and, at the time of the consummation of the Merger, will have been duly executed by each of the Guarantors and, when the Notes Guarantees have been executed, authenticated and issued in accordance with the terms of manner provided for in the Supplemental Indenture and delivered against payment of the purchase price therefordelivered, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The ; and (iv) prior to their issuance, the Guarantees of the Exchange Notes set forth will be in the form contemplated by the Supplemental Indenture and will have been duly and validly authorized for issuance and sale pursuant to this Agreement and the Indenture, Supplemental Indenture and, at the time of the consummation of the Merger, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price thereforSupplemental Indenture, the Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture and the Supplemental Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are substantially in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and, when issued and authenticated by the Trustee in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and if and when issued and authenticated by the Trustee in accordance with the terms of the Indenture, Indenture and delivered in the Exchange Offer contemplated by the Registration Rights Agreement and the Exchange OfferAgreement, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been Initial Guarantor has duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Guarantees and, when the Indenture has been duly authorized, executed and delivered by the Company and the Trustee and the Notes have been executed, issued and authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the GuarantorsInitial Guarantor, enforceable against the Guarantors Initial Guarantor 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits (regardless of the Indenturewhether enforcement is considered in a proceeding in equity or at law). The Guarantees of Initial Guarantor has duly authorized the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Guarantees and, when the Indenture has been duly authorized, executed and delivered by the Initial Guarantor and the Exchange Notes have been issued and authenticated in accordance with the terms of manner provided for in the Indenture and delivered against payment of in the purchase price thereforExchange Offer contemplated by the Registration Rights Agreement, the Exchange Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the GuarantorsInitial Guarantor, enforceable against the Guarantors Initial Guarantor 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits (regardless of the Indenturewhether enforcement is considered in a proceeding in equity or at law).

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be in the form contemplated by the Indenture, and Issuers have been duly authorized for issuance by the Issuers and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by the Issuers and, when executed by authenticated in the Company and authenticated by the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the CompanyIssuers, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the CompanyIssuers, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the CompanyIssuers, enforceable against the Company Issuers in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in on the Indenture Closing Date and the Guarantees of the Exchange Notes have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture; the Guarantees of the Notes, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated in the manner provided for in the Indenture and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors; and, when the Exchange Notes have been authenticated in the manner provided for in the Indenture and issued and delivered in accordance with the Registration Rights Agreement, the Guarantees of the Exchange Notes will constitute valid and binding agreements of the Guarantors, in each case, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenturemoratorium, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent transfer or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company in accordance with their termsterms and will be entitled to the benefits of the Indenture, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indentureprinciples. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indentureequity. The Guarantees Guarantee of the Notes set forth are and, when issued, the Exchange Notes will be in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date with respect to the Guarantee of the Notes and when issued, with respect to the Guarantee of the Exchange Notes, will have been duly executed by the Guarantor and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the GuarantorsGuarantor, enforceable against the Guarantors in accordance with their termsterms and will be entitled to the benefits of the Indenture, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indentureprinciples.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will Issuers will, on the Closing Date, be in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, andand when duly executed, when executed by authenticated, issued and delivered in the Company and authenticated by the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price thereforpaid for as provided herein, the Notes will constitute valid and binding obligations of the CompanyIssuers, enforceable against the Company Issuers 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 rights and remedies of creditors or by general equitable principles principles, and will be entitled to the benefits of the Indenture. The On the Closing Date, the Exchange Notes will have been duly and validly authorized for issuance by the CompanyIssuers, and when duly executed, authenticated, issued and authenticated delivered in accordance with the terms of manner provided for in the Indenture, Indenture and the Registration Rights Agreement and the Exchange OfferAgreement, the Exchange Notes will constitute valid and binding obligations of the CompanyIssuers, enforceable against the Company Issuers in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles principles, and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in on the Indenture Closing Date have been duly authorized for issuance and sale pursuant to this Agreement and by the Indenture, Guarantors and, when the Notes have been executed, duly executed and authenticated in the manner provided for in the Indenture and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefortherefor as provided herein, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles principles, and will be entitled to the benefits of the Indenture. The On the Closing Date, the Guarantees of the Exchange Notes set forth in the Indenture will have been duly authorized for issuance and sale pursuant to this Agreement and by the Indenture, Guarantors and, when the Exchange Notes have been duly executed, authenticated, issued and authenticated delivered in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price thereforRegistration Rights Agreement, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles principles, and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are substantially in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and, when issued and authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and if and when issued and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of in the purchase price thereforExchange Offer contemplated by the Registration Rights Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture. The Exchange Initial Guarantor has duly authorized the Guarantees and, when the Indenture has been duly authorized, executed and delivered by the Company and the Trustee and the Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company manner provided for 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the GuarantorsInitial Guarantor, enforceable against the Guarantors Initial Guarantor 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits (regardless of the Indenturewhether enforcement is considered in a proceeding in equity or at law). The Guarantees of Initial Guarantor has duly authorized the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Guarantees and, when the Indenture has been duly authorized, executed and delivered by the Initial Guarantor and the Exchange Notes have been issued and authenticated in accordance with the terms of manner provided for in the Indenture and delivered against payment of in the purchase price thereforExchange Offer contemplated by the Registration Rights Agreement, the Exchange Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the GuarantorsInitial Guarantor, enforceable against the Guarantors Initial Guarantor 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits (regardless of the Indenturewhether enforcement is considered in a proceeding in equity or at law).

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be (i) are in all material respects in the form contemplated by the applicable Indenture, and (ii) have been duly authorized for issuance and sale pursuant to this Agreement and the Indentureapplicable Indenture and (iii) at the Closing Date, and, when will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the applicable Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the applicable Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the applicable Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the applicable Indenture. The Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the applicable Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indentureapplicable Indenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the applicable Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the applicable Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and and, when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth are in the Indenture form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, andat the Closing Date, will have been duly executed by the Guarantors and the Guarantees, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly and validly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when the Exchange Notes have been are issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price thereforIndenture, the Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. (A) The Notes to be purchased by the Initial Purchasers from the Company will be in the form contemplated by the Indenture, and Securities have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when at Closing Time (as defined in Section 2(b) hereof), will have been duly executed by the Company and, when authenticated, issued and authenticated by delivered in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefortherefor as provided in this Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating 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 affecting the rights and remedies of creditors or by general equitable principles at law), and will be in the form contemplated by, and entitled to the benefits of of, the Indenture. The ; and (B) the Exchange Notes Securities have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange OfferOffer (as defined in the Registration Rights Agreement), the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, reorganizationwithout limitation, moratorium, or other similar all laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyfraudulent transfers), reorganization, moratorium or other similar laws relating 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 affecting the rights and remedies of creditors or by general equitable principles at law), and will be in the form contemplated by, and entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indentureof, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture; on the Closing Date, the Notes will be duly executed and issued by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment to and paid for by the Initial Purchasers pursuant to this Agreement (assuming due authentication of the purchase price thereforSecurities by the Trustee), the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their termsterms and entitled to the benefits provided by the Indenture, except (a) as the enforcement thereof such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating affecting creditors’ rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief are subject to or affecting the rights certain equitable defenses and remedies of creditors or by general equitable principles and will be entitled to the benefits discretion of the Indenturecourt before which any proceeding therefor may be brought; and the Securities will conform in all material respects to the description thereof contained in each of the Pricing Disclosure Package and the Offering Memorandum. The Exchange Notes have been duly and validly authorized for issuance by the CompanyCompany pursuant to this Agreement, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer; on the closing date of the Exchange Offer, the Exchange Notes Securities will be duly executed and issued by the Company and, when authenticated in accordance with the terms of the Indenture (assuming due authentication of the Securities by the Trustee), will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their termsterms and entitled to the benefits provided by the Indenture, except (a) as the enforcement thereof such enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance, moratorium or other similar laws relating affecting creditors’ rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief are subject to or affecting the rights certain equitable defenses and remedies of creditors or by general equitable principles and will be entitled to the benefits discretion of the Indenturecourt before which any proceeding therefor may be brought; and the Exchange Securities will conform in all material respects to the description thereof contained in each of the Pricing Disclosure Package and the Offering Memorandum. The Guarantees of the Notes set forth in and the Indenture Exchange Notes have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture; on the Closing Date or, in the case of the Guarantees of the Exchange Notes, the closing date of the Exchange Offer, the Guarantees will be duly executed by each of the Guarantors and, when the Notes Securities have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment to and paid for by the Initial Purchasers pursuant to this Agreement (assuming due authentication of the purchase price thereforSecurities by the Trustee), the Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors in accordance with their terms, except (a) as the enforcement thereof such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating affecting creditors’ rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief are subject to or affecting the rights certain equitable defenses and remedies of creditors or by general equitable principles and will be entitled to the benefits discretion of the Indenturecourt before which any proceeding therefor may be brought; and the Exchange Securities will conform in all material respects to the description thereof contained in each of the Pricing Disclosure Package and the Offering Memorandum.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are substantially in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and, when issued and authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and if and when issued and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of in the purchase price thereforExchange Offer contemplated by the Registration Rights Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture. The Exchange Notes have Initial Guarantor has duly authorized the Guarantees, the Indenture has been duly authorized, executed and validly authorized for issuance delivered by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement Company and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Trustee and, when the Notes have been executed, issued and authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the GuarantorsInitial Guarantor, enforceable against the Guarantors Initial Guarantor 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits (regardless of the Indenturewhether enforcement is considered in a proceeding in equity or at law). The Guarantees of Initial Guarantor has duly authorized the Exchange Notes set forth in Guarantees, the Indenture have has been duly authorized for issuance authorized, executed and sale pursuant to this Agreement and delivered by the Indenture, Initial Guarantor and, when the Exchange Notes have been issued and authenticated in accordance with the terms of manner provided for in the Indenture and delivered against payment of in the purchase price thereforExchange Offer contemplated by the Registration Rights Agreement, the Exchange Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the GuarantorsInitial Guarantor, enforceable against the Guarantors Initial Guarantor 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits (regardless of the Indenturewhether enforcement is considered in a proceeding in equity or at law).

Authorization of the Securities and the Exchange Securities. (i) The Notes to be purchased by the Initial Purchasers Purchasers, from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, Guarantors enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. (ii) The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company and the Guarantors enforceable 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 rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture. (iii) The Guaranties of the Notes and the Exchange Notes are in the respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, the Guaranties of the Notes will have been duly executed by each of the applicable Guarantors and, when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Guarantors, enforceable 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors and other obligees generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors and other obligees generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The Guarantees of and the Notes set forth Exchange Guarantees are in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and in the case of the Guarantees at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes and the Exchange Guarantees have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors and other obligees generally or by general equitable principles and will be entitled to the benefits (regardless of the Indenture. The Guarantees of the Exchange Notes set forth whether enforcement is considered in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated a proceeding at law or in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles equity) and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company Issuers will on the Closing Date be in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, on the Closing Date, will have been duly executed by the Issuers and, when executed by authenticated in the Company and authenticated by the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the CompanyIssuers, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the CompanyIssuers, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the CompanyIssuers, enforceable against the Company Issuers in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium, moratorium or other similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in on the Indenture Closing Date and the Guarantees of the Exchange Notes when issued have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, ; when the Notes have been executed, authenticated in the manner provided for in the Indenture and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors; and, when the Exchange Notes have been authenticated in the manner provided for in the Indenture and issued and delivered in accordance with the Registration Rights Agreement, the Guarantees of the Exchange Notes will constitute valid and binding agreements of the Guarantors, in each case, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits (regardless of the Indenture. The Guarantees of the Exchange Notes set forth whether such enforceability is considered in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated a proceeding in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium equity or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles at law) and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits (regardless of the Indenture. The Guarantees of the Exchange Notes set forth whether enforceability is considered in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated a proceeding at law or in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles equity) and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes and the Exchange Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors generally or by general equitable principles and will be entitled to the benefits (regardless of the Indenture. The Guarantees of the Exchange Notes set forth whether enforcement is considered in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated a proceeding at law or in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles equity) and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers Purchaser from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth are in the Indenture form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth are in the Indenture form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the time the Exchange Notes have been issued and are authenticated in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees will have been duly executed by each of the Exchange Notes Guarantors and will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be Issuers are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by the Issuers and, when executed by authenticated in the Company and authenticated by the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the CompanyIssuers, enforceable against the Company in accordance with their terms, except as the enforcement thereof and rights thereunder may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity), or may be limited by applicable law or as against public policy, and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the CompanyIssuers, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the CompanyIssuers, enforceable against the Company Issuers in accordance with their terms, except as the enforcement thereof and rights thereunder may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity (whether considered in a proceeding at law or in equity), or may be limited by applicable law or as against public policy, and will be entitled to the benefits of the Indenture. The Guarantees of the Notes are in the form contemplated by the Indenture and, at the Closing Date, will have been duly authorized for issuance pursuant to this Agreement and the Indenture and duly executed by each of the Guarantors and, when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity), or may be limited by applicable law or as against public policy, and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth are in the form contemplated by the Indenture and, at the Closing Date, will have been duly and validly authorized for issuance by the Guarantors, and sale pursuant to this Agreement when issued and the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price thereforIndenture, the Guarantees of Registration Rights Agreement and the Notes Exchange Offer, will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof and rights thereunder may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, or other similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth equity (whether considered in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenturea proceeding at law or in equity), and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof or may be limited by bankruptcyapplicable law or as against public policy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. (i) The Notes Securities to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, at the Closing Date, will be in the form contemplated by the Indenture, and will have been duly authorized for issuance and sale pursuant to this Agreement the Indenture and the Indenture, and, when will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The ; (ii) the Exchange Notes Securities have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The Guarantees ; and (iii) the form of global certificate representing the Notes set forth in the Indenture have Securities has been duly authorized for issuance approved and sale pursuant to this Agreement and adopted by the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the IndentureCompany.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, Company and the Guarantors enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guaranties of the Notes and the Exchange Notes have been duly and validly authorized for issuance are in the forms contemplated by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, the Guaranties of the Notes will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantorseach Guarantor, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers Purchaser from the Company will be in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes Securities to be purchased by the Initial Purchasers from the Company will on the Closing Date be in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes Securities have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, or other similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles equity and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. (i) The Notes to be purchased by the Initial Purchasers Purchaser from the Company will be Issuers are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when executed by at the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. Closing Date, (ii) The Exchange Notes have been duly and validly authorized for issuance by each of the CompanyIssuers, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of each of the CompanyIssuers, enforceable against each of the Company Issuers in accordance with their terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance or transfer, moratorium or other similar laws relating affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or affecting the rights and remedies of creditors or by general equitable principles at law) and will be entitled to the benefits of the Indenture. . (iii) The Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantorseach such Guarantor, enforceable against the Guarantors it in accordance with their terms, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganizationtransfer, moratorium or other similar laws relating affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or affecting the rights and remedies of creditors or by general equitable principles at law) and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. (i) The Notes to be purchased by issued to the Initial Purchasers from the Company will be Purchaser are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The ; (ii) prior to their issuance, the Exchange Notes will have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The ; (iii) the Guarantees of the Notes set forth will be in the Indenture form contemplated by the Indenture, will have been been, prior to their issuance, duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and will have been duly executed by each of the Guarantors and, when the Notes Guarantees have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefordelivered, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The ; and (iv) prior to their issuance, the Guarantees of the Exchange Notes set forth will be in the form contemplated by the Indenture and will have been duly and validly authorized for issuance and sale pursuant to this Agreement the Indenture and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price thereforIndenture, the Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. (i) The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when at the Closing Date will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. . (ii) The Exchange Notes have been duly and validly authorized for issuance by the CompanyCompany and, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. . (iii) The Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, andwhen duly executed by each of the Guarantors, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture Indenture, the Registration Rights Agreement and delivered against payment of the purchase price thereforExchange Offer, the Guarantees of the Exchange Notes thereof, respectively, will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. (A) The Notes to be purchased by the Initial Purchasers from the Company will be in the form contemplated by the Indenture, and Securities have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when at the Closing Date (as defined in Section 2(b) hereof), will have been duly executed by the Company and, when authenticated, issued and authenticated by delivered in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefortherefor as provided in this Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating 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 affecting the rights and remedies of creditors or by general equitable principles at law), and will be in the form contemplated by, and entitled to the benefits of of, the Indenture. The ; and (B) the Exchange Notes Securities have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange OfferOffer (as defined in the Registration Rights Agreement), the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, reorganizationwithout limitation, moratorium, or other similar all laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyfraudulent transfers), reorganization, moratorium or other similar laws relating 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 affecting the rights and remedies of creditors or by general equitable principles at law), and will be in the form contemplated by, and entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indentureof, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when at the Closing Date will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The ; (ii) the Exchange Notes have been duly and validly authorized for issuance by the CompanyCompany and, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The ; and (iii) the Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, andwhen duly executed by each of the Guarantors, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture Indenture, the Registration Rights Agreement and delivered against payment of the purchase price thereforExchange Offer, the Guarantees of the Exchange Notes thereof, respectively, will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes Securities to be purchased by the Initial Purchasers from the Company will be Issuers are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by the Issuers and, when executed by authenticated in the Company and authenticated by the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Companyeach Issuer, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Companyeach Issuer, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Companyeach Issuer, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Notes have been executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors each 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The Guarantees of the Notes are and, when issued, the Exchange Notes set forth will be, in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Exchange Notes have been issued and authenticated in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, Indenture and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange OfferOffer (as defined in the Registration Rights Agreement), the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by Holdings and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the GuarantorsHoldings, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. (i) The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The ; (ii) the Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange OfferOffer (as defined in the Registration Rights Agreement), the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The ; (iii) the Subsidiary Guarantees of the Notes set forth are in the Indenture form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by each of the Subsidiary Guarantors and, when authenticated in the Notes have been executed, authenticated and issued manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price thereforfor the Securities, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Subsidiary Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of ; and (iv) the Exchange Notes set forth in the Indenture Subsidiary Guarantees have been duly authorized for issuance and sale exchange pursuant to this the Indenture, the Registration Rights Agreement and the Indenture, Exchange Offer and, when duly executed by each of the Exchange Notes have been issued Subsidiary Guarantors and authenticated in accordance with the terms of manner provided for in the Indenture and delivered against payment of in exchange for the purchase price thereforSubsidiary Guarantees, the Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the Subsidiary Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will on the Closing Date be in substantially the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company it 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. The Guarantees of on the Closing Date and the Exchange Guarantees when the Exchange Notes set forth are issued in accordance with the Indenture and the Registration Rights Agreement will be in substantially the form contemplated by the Indenture and have been duly authorized for issuance and sale pursuant to this Agreement and Agreement, the Indenture; the Guarantees, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated in the manner provided for in the Indenture and issued in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, ; and, when the Exchange Notes have been authenticated in the manner provided for in the Indenture and issued and authenticated delivered in accordance with the terms of the Indenture and delivered against payment of the purchase price thereforRegistration Rights Agreement, the Exchange Guarantees of the Exchange Notes will constitute valid and binding obligations agreements of the Guarantors, in each case, enforceable against each of the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. (i) The Notes to be purchased by the Initial Purchasers from the Company will be are in the form contemplated by the Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. and (ii) The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Indenture. . (iii) The Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the IndentureIndenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company will be are in the form forms contemplated by the applicable Indenture, and have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, applicable Indenture and, when at the Closing Date, will have been duly executed by the Company and and, when authenticated by in the Trustee manner provided for in accordance with the terms of the applicable Indenture and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the applicable Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the applicable Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the applicable Indenture. The Guarantees of the Notes set forth and the Exchange Notes are in the Indenture respective forms contemplated by the applicable Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indentureapplicable Indenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been executed, authenticated and issued in accordance with the terms of manner provided for in the applicable Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding obligations agreements of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Exchange Notes set forth in the Indenture have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture, and, when the Exchange Notes have been issued and authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Exchange Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors 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 rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the applicable Indenture.