Common use of Due Authorization Clause in Contracts

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, Agreement and each of the Securities and the Indenture (collectively, the “other Transaction Documents”) Documents and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, each of the Securities and the Indenture (collectively, the “Transaction Documents”) Documents to which it is a party and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been or will be duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) Documents and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, the corporate power and authority to execute and deliver this Agreement, the Securities Securities, and the Supplemental Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture Deposit Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture Deposit Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this AgreementAgreement and the Securities, the Securities and to perform its obligations hereunder, thereunder and under the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder); and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture Deposit Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action actions required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Securities, and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, corporate power and authority to execute and deliver this Agreement, the Securities and Securities, the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, the power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) ), to the extent a party thereto, and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken by the Company for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, the corporate power and authority to execute and deliver this Agreementthe Indenture, the Securities and the Indenture this Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder thereunder and thereunderhereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has the full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Prospectus has been duly and validly taken.

Due Authorization. The Company has full right, all power and authority necessary to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) ), and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, corporate power and authority to execute and deliver this Agreement, the Securities and to execute and deliver this Agreement and the Indenture (collectively, together with the Securities, the “Transaction Documents”) ); the Company has full corporate power and authority to perform its obligations hereunder and thereunderunder the Transaction Documents to which it is a party; and all corporate action required to be taken by the Company for the due and proper authorization, execution and delivery of each of the Transaction Documents and the due and proper authorization and consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture Deposit Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full the right, corporate power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder hereunder, including the Company’s issuance, sale and thereunderdelivery of the Shares as provided herein; and all action required to be taken for the due and proper authorization, execution and delivery by the Company of each of the Transaction Documents this Agreement and the consummation by it of the transactions contemplated thereby hereby has been duly and validly taken.

Due Authorization. The Company has full right, the corporate power and authority to execute and deliver this Agreement, the Securities Securities, the Deposit Agreement and the Indenture Certificate of Designations (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken. This Agreement has been duly executed and delivered by the Company.

Due Authorization. The Company has full right, corporate power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all corporate action required to be taken by the Company for the due and proper authorization, execution and delivery by the Company of each of the Transaction Documents and the consummation by the Company of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture Deposit Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of this Agreement and the Transaction Documents Deposit Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture, the Exchange Securities and the Indenture Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken by the Company for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, all requisite corporate power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunderhereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each by it of the Transaction Documents and the consummation by it of the transactions contemplated thereby by the Transaction Documents has been duly and validly taken.

Due Authorization. The Company has full right, the corporate power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken. This Agreement has been duly executed and delivered by the Company.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Indenture, the Securities and the Indenture Call Spread Confirmations (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Prospectus has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, corporate power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all corporate action required to be taken by it for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, all requisite corporate power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Prospectus has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken by the Company for the due and proper authorization, execution and delivery by the Company of each of the Transaction Documents and the consummation of the transactions contemplated thereby by the Company has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, Agreement and any other agreement or instrument entered into in respect of the Securities and offering of the Indenture Shares (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture (collectively, the “other Transaction Documents”) Documents and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby Transactions has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been or will be duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, Agreement and issue and sell the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunderhereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each this Agreement, the issuance and sale of the Transaction Documents Securities and the consummation by it of the transactions contemplated thereby hereby or by the Registration Statement, the General Disclosure Package and the Prospectus has been duly and validly taken.

Due Authorization. The Company has the full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture Terms Agreement (collectively, the “"Transaction Documents”") and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Indenture, the Securities and the Indenture Capped Call Confirmations (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture (collectively, the “other Transaction Documents”) Documents and to perform its obligations hereunder and thereunder; , and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, corporate power and authority to execute and deliver this Agreement, the Securities Securities, and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of this Agreement, the Transaction Documents Securities and the Indenture and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and ), including to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Final Prospectuses has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Supplemental Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of this Agreement, the Transaction Documents Securities and the Indenture (the “Offering Documents”) and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full corporate right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver (as applicable) this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Pricing Disclosure Package and the Prospectus has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Notes, the Indenture, the Exchange Notes and the Indenture Registration Rights Agreement (collectively, the “"Transaction Documents”") and to perform its obligations hereunder and thereunder; and all action (corporate and other) required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has the full right, power and authority to execute and deliver this Agreement, the Securities Pricing Agreement and the Indenture Deposit Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action actions required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby has have been duly and validly takentaken including the issuance and sale of the Securities.

Due Authorization. The Company has full right, right and corporate power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been or, for Transaction Documents other than this Agreement, will be prior to the Closing Date duly and validly taken.

Due Authorization. The Company has full right, the power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture Deposit Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Management Agreement, the Private Placement Purchase Agreements and the Indenture License Agreement (each, a “Transaction Document” and, collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, Agreement and the Securities and (together with the Indenture (collectivelyIndenture, the “Transaction Documents”) and to perform its obligations hereunder and thereunderunder the Transaction Documents; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture Deposit Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action actions required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has have been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; each of the Transaction Documents has been duly and properly authorized by the Company and all action required to be taken by the Company for the such due and proper authorization, authorization and for the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority (corporate and other) to execute and deliver this Agreement, the Securities Agreement and the Indenture Deposit Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action actions required to be taken for the due and proper authorization, execution and delivery consummation by it of the transactions contemplated by each of the Transaction Documents or by the Registration Statement, the Pricing Disclosure Package and the consummation of the transactions contemplated thereby has Prospectus have been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for by the Company with respect to the due and proper authorization, execution and delivery of each of the Transaction Documents by the Company and the consummation of the transactions by the Company contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each by it of the Transaction Documents and the consummation by it of the transactions contemplated thereby by the Transaction Documents has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Securities, the Indenture and the Indenture Paying Agency Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been or will be duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreementthe Transaction Documents, the Securities Representative’s Warrants and the Indenture Leak-Out Agreements (collectively, the “Transaction Documents”as defined below) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each by it of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Euro Notes Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken by the Company for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full the right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Dollar Notes Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken by the Company for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has the full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunderhereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement, the Master Forward Confirmation (and each of “Supplemental Confirmation” under the Master Forward Confirmation) (collectively, the “Transaction Documents Documents”) and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Supplemental Indenture to the Senior Indenture, the Senior Notes, the Supplemental Indenture to the Mortgage Indenture and the Indenture Collateral Bonds (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; , and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has the full right, power and authority to execute and deliver this Agreement, the Indenture, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, Agreement and each of the Securities and the Indenture (collectively, the “other Transaction Documents”) Documents to which it is a party and to perform its obligations hereunder and thereunder, including the issuance of the Securities in accordance with the terms hereof and thereof; and all action required to be taken for the due and proper authorization, execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, and the consummation by it of the transactions contemplated thereby hereby and thereby, including without limitation, the issuance of the Securities pursuant to this Agreement, has been duly and validly taken.

Due Authorization. The Company has full right, all requisite power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation by the Company of the transactions contemplated thereby have been duly authorized and each of the Transaction Documents has been duly validly executed and validly takendelivered by the Company, as applicable.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Agreement and the Indenture Deposit Agreement (collectivelytogether, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Securities, the Indenture and the Indenture Collateral Documents (as defined herein), if any (collectively, the “Transaction Documents”) ), and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Indentures, the Securities and the Indenture Call Spread Confirmations (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full corporate right, power and authority to execute and deliver this Agreement, the Indenture, the Securities and the Indenture Call Spread Confirmations (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken.

Due Authorization. The Company has full all requisite corporate right, power and authority to execute and deliver this Agreement, the Securities and the Fifth Supplemental Indenture (collectivelywith the Base Indenture, herein collectively referred to as the “Transaction Documents”) and to perform its obligations hereunder and thereunderunder the Transaction Documents; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, corporate power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full corporate right, power and authority to execute and deliver this Agreement, the Securities and Securities, the Indenture Indenture, the Exchange Securities, the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “"Transaction Documents”") and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Prospectus has been duly and validly taken.

Due Authorization. The Company has full all requisite corporate right, power and authority to execute and deliver this Agreement, the Securities Securities, the Base Indenture and the First Supplemental Indenture (collectively, herein collectively referred to as the “Transaction Documents”) and to perform its obligations hereunder and thereunderunder the other Transaction Documents; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; each of the Transaction Documents has been duly and properly authorized by the Company and all action required to be taken for the such due and proper authorization, authorization and for the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture DTC Agreement (collectively, together the “Transaction Documents”) ), and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each by it of the Transaction Transactions Documents and the consummation by it of the transactions contemplated thereby has thereunder have been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities Indenture and the Indenture Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby hereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken.

Due Authorization. The Company has or had, as applicable, full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities, the Indentures, the Exchange Securities and the Indenture Registration Rights Agreements (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken by the Company for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Indenture, the Securities and the Indenture Call Spread Confirmations (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken.

Due Authorization. The Company has full right, power and authority and has taken all required action on its part necessary to permit it to execute and deliver and to carry out the terms of this Agreement and the other agreements, instruments and documents of the Company contemplated hereby or by the Transactions (such other agreements, instruments and documents, together with the Agreement, the Securities and the Indenture (collectively, are sometimes referred to hereinafter as the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken).

Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunderto issue, sell and deliver the Securities in accordance with and upon the terms and conditions set forth in this Agreement and in the Registration Statement and Prospectus; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents Agreement and the Securities and the consummation of the transactions contemplated thereby has been duly and validly taken.