Enforceability of Notes. On the Closing Date, the Publicly Registered Notes will have been duly executed, issued and delivered, and when authenticated by the Indenture Trustee and paid for by the Underwriters in accordance with this Agreement, will constitute valid and binding obligations of the Trust entitled to the benefits provided by the Indenture.
Enforceability of Notes. The Company has all requisite corporate power and authority to execute, deliver and perform each of its obligations under the Notes, the Exchange Notes and the Private Exchange Notes (as defined in the Registration Rights Agreement). The Notes, when issued, will be in the form contemplated by the Indenture and the Supplemental Indenture. The Notes, the Exchange Notes and the Private Exchange Notes have each been duly and validly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and the Supplemental Indenture, and, in the case of the Notes, when delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and the Supplemental Indenture, and enforceable against the Company in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.
Enforceability of Notes. The Issuer and the Trustee acknowledge and agree that:
(a) Pursuant to Section 2.3 of the Master Indenture, all Notes signed (either manually or by facsimile signature) by any Authorized Officer of the Issuer holding office on the date of this Twenty-First Supplemental Indenture are valid and binding upon the Issuer and entitled to the security of the Master Indenture and any Supplemental Indenture(s) applicable to the Notes, notwithstanding that any individual, whose signature (either manual or in facsimile) appears on any Note, is not an Authorized Officer of the Issuer, or does not hold the same appointment as an Authorized Officer of the Issuer, on any of (i) the issuance date of the Note, (ii) the date of authentication (if required) and delivery thereof, (iii) the maturity of such Note, or (iv) the date of presentation thereof for payment.
(b) The facsimile signature of any Authorized Officer of the Issuer on any Note is, for all purposes of the Master Indenture, this Twenty-First Supplemental Indenture and such Note, deemed:
(i) to be the signature of the individual whose signature it purports to be, and
(ii) to have been made on such Note at the time such facsimile signature is reproduced.
(c) For all purposes of the Master Indenture, this Twenty-First Supplemental Indenture and the Notes, the Trustee's certificate of authentication on any Note, if required at all, is to be as set out, if at all, on the forms of Notes attached hereto as Schedule A or in such other form or forms as may, from time to time, be approved by the Issuer and attached to the Information Memorandum. Without limiting the generality of the foregoing, while the Bank is appointed as the note issuance and paying agent for the Notes pursuant to the IPA Agreement and is consequently recognized as the Paying Agent for the Notes under the Master Indenture:
(i) no certificate of authentication is required for any Book-Entry Only Note provided that the Book-Entry Only Note is substantially in the form attached hereto as Schedule A or in such other form or forms as may, from time to time, be approved by the Issuer and attached to the Information Memorandum and, once issued, remains in the custody of the Bank or CDS (or its nominee) as depositary; or
(ii) for any Certificated Note, the Bank is hereby authorized to sign the certificate of authentication, substantially as set out on the form of Certificated Note attached hereto as Schedule A or in such other form or forms as may, from time...
Enforceability of Notes. The Note Agreement and the Notes, when executed and delivered by the parties thereto, shall constitute the valid and legally binding obligations of the Company, except to the extent the enforceability thereof may be limited by bankruptcy laws, insolvency laws, reorganization laws, moratorium laws or other laws affecting creditors' rights generally or by general equitable principles.
Enforceability of Notes. Upon issuance, each of the Notes will have been duly and validly authorized, executed and delivered on behalf of the Company, and will constitute a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except to the extent enforceability may be limited by (i) bankruptcy, insolvency, moratorium, liquidation, reorganization, or similar laws affecting creditors' rights generally, regardless of whether such enforceability is considered in equity or at law, and (ii) general equity principles.
