Common use of Indenture; Offered Securities Clause in Contracts

Indenture; Offered Securities. The Indenture has been duly and validly authorized by the Company, the Co-Issuers and the Guarantors, and when duly executed and delivered by the Company, each Co-Issuer and each Guarantor will be the valid and legally binding agreement of each of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Offered Securities have been duly authorized by the Company and each Co-Issuer, and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company and each Co-Issuer, will be the valid and legally binding agreement of each of the Company and the Co-Issuers, enforceable against them in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and entitled to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms of the Indenture and the Offered Securities, which summary is accurate in all material respects.

Indenture; Offered Securities. The Indenture has been duly and validly authorized by the Company, the Co-Issuers Company and the GuarantorsGuarantors and, and when duly executed and delivered by the CompanyCompany and the Guarantors (assuming the due authorization, each Co-Issuer execution and each Guarantor delivery thereof by the Trustee), will be the valid and a legally binding agreement of each and valid obligation of the Company, the Co-Issuers and the Guarantors enforceable against each of them it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered principles. The Indenture, when executed and delivered, will conform in a proceeding all material respects to the description thereof in equity or at law); the General Disclosure Package and the Final Offering Circular. The Offered Securities have been duly and validly authorized for issuance and sale to the Purchasers by the Company and each Co-Issuer, and when Company. When the Offered Securities are delivered issued and paid for pursuant to this Agreement on executed by the Closing DateCompany, such Offered Securities will have been duly executed, authenticated, issued authenticated by the Trustee and delivered by the Company against payment therefor by the Purchasers in accordance with the terms of this Agreement and each Co-Issuerthe Indenture, the Offered Securities will be the valid and legally binding agreement of each and valid obligations of the Company Company, entitled to the benefits of the Indenture and the Co-Issuers, enforceable against them the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered principles. The Offered Securities, when issued, authenticated and delivered, will conform in a proceeding in equity or at law) and entitled all material respects to the benefits and security provided by the Indenture; description thereof in the General Disclosure Package and the Final Offering Circular each contain a summary of the terms of the Indenture and the Offered Securities, which summary is accurate in all material respectsCircular.

Indenture; Offered Securities. The Base Indenture has been duly and validly authorized by the Companyauthorized, the Co-Issuers and the Guarantors, and when duly executed and delivered by the Company, each Co-Issuer and each Guarantor will be the valid and legally binding agreement of each of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Offered Securities have been duly authorized by the Company and each Co-Issuer, and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company and the Delaware Guarantors and the Sixth Supplemental Indenture has been duly authorized, executed and delivered by the Company and the Delaware Guarantors; the Offered Securities delivered on such Closing Date have been duly authorized and executed by the Company and the Delaware Guarantors, as applicable, and conform in all material respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; and each Co-Issuerof the Base Indenture and the Sixth Supplemental Indenture (assuming the due authorization, will be execution and delivery thereof by the Trustee) and the Offered Securities delivered on such Closing Date (when authenticated by the Trustee in the manner provided in the Indenture and delivered through the facilities of The Depository Trust Company against payment of the purchase price therefore) constitute valid and legally binding agreement of each obligations of the Company and the Co-IssuersGuarantors, as applicable, enforceable against them in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general equity principles of equity (regardless of whether enforceability enforcement is considered in a proceeding in at equity or at law) and entitled to the benefits and security provided by the Indenturepublic policy; the General Disclosure Package and the Offering Circular each contain a summary of Indenture has been duly qualified under the terms of the Trust Indenture and the Offered Securities, which summary is accurate in all material respects.Act;

Indenture; Offered Securities. The Indenture has been duly and validly authorized by the Companyauthorized, the Co-Issuers and the Guarantors, and when duly executed and delivered by the Company, each Co-Issuer Company and each Guarantor will be has been duly qualified under the valid and legally binding agreement of each of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)Trust Indenture Act; the Offered Securities have been duly authorized by the Company and each Co-Issuerand, and when the Offered Securities have been duly authenticated by the Trustee and are delivered and paid for pursuant to this Agreement on the Closing Date, such Offered Securities will have been duly executed, authenticated, issued and delivered delivered; and the Offered Securities conform to the information in the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained in the Final Prospectus; and, the Indenture, and when the Offered Securities have been duly authenticated by the Company Trustee and each Co-Issuerare delivered and paid for pursuant to this Agreement on the Closing Date, will be the Offered Securities constitute valid and legally binding agreement of each obligations of the Company and the Co-IssuersCompany, enforceable against them in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general equity principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding in equity or at law) and the holders of the Offered Securities will be entitled to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms of the Indenture and the Offered Securities, which summary is accurate in all material respects.;

Indenture; Offered Securities. The Indenture has been duly and validly authorized by the Companyauthorized, the Co-Issuers and the Guarantors, and when duly executed and delivered by the Company, each Co-Issuer and each Guarantor will be the valid and legally binding agreement of each of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Offered Securities have been duly authorized by the Company and each Co-Issuer, and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company and each Co-IssuerGuarantor and has been duly qualified under the Trust Indenture Act; assuming authentication of the Offered Securities by the Trustee in accordance with the Indenture and delivery of the Offered Securities to, will be and payment of the Offered Securities by the Underwriters, in accordance with the Agreement, the Offered Securities delivered on the Closing Date have been duly authorized, executed, authenticated, issued and delivered, conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; and the Indenture and the Offered Securities assuming authentication of the Offered Securities by the Trustee in accordance with the Indenture and delivery of the Offered Securities to, and payment of the Offered Securities by the Underwriters, in accordance with the Agreement, delivered on such Closing Date constitute valid and legally binding agreement of each obligations of the Company and the Co-Issuers, each Guarantor enforceable against them in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) principles, and entitled to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms of the Indenture and the Offered Securities, which summary is accurate in all material respects.;

Indenture; Offered Securities. The Each of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture has been duly and validly authorized by each of the CompanyIssuers, the Co-Issuers as applicable, and the Guarantors, and when Seventh Supplemental Indenture has been duly executed and delivered by the CompanyIssuers; the Offered Securities have been duly authorized, each Co-Issuer executed and each Guarantor will be delivered by the Issuers, and the Indenture constitutes a valid and legally binding agreement of each obligation of the Company, the Co-Issuers and the Guarantors enforceable against each of them the Issuers in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transferconveyance, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity; and the Offered Securities have been duly authorized Securities, when authenticated by the Company Trustee in the manner provided in the Indenture and each Co-Issuer, and when the Offered Securities are delivered to and paid for pursuant to this Agreement on the Closing Date, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company and each Co-IssuerInitial Purchasers in accordance with this Agreement, will be the constitute valid and legally binding agreement of each obligations of the Company and the Co-Issuers, enforceable against them the Issuers in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transferconveyance, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) equity, and the Offered Securities will be entitled to the benefits and security provided by the Indenture; the Offered Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof in the General Disclosure Package and the Final Offering Circular each contain a summary Memorandum under the heading “Description of the terms of the Indenture Notes” and the Offered Securities, which summary is accurate in all material respects.“Summary—The Offering”;

Indenture; Offered Securities. The On the Closing Date, the Indenture has will have been duly authorized, executed and validly authorized delivered by the Company, Company and will conform to the Co-Issuers information in the General Disclosure Package and to the Guarantors, and when description of the Indenture contained in the Final Offering Memorandum. When duly executed and delivered by each of the Companyparties thereto, each Co-Issuer and each Guarantor the Indenture will be constitute the valid and legally binding agreement of each obligations of the Company, the Co-Issuers and the Guarantors enforceable against each of them the Company in accordance with its terms, subject to except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors' the rights generally and subject remedies of creditors or by general equitable principles (collectively, the “Enforceability Exceptions”) and except as rights to general principles indemnification and contribution may be limited by applicable law. On the Closing Date, the Notes to be purchased by the Initial Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Offered Securities this Agreement, have been duly authorized by the Company for issuance and each Co-Issuer, and when the Offered Securities are delivered and paid for sale pursuant to this Agreement on and the Closing DateIndenture, such Offered Securities (iii) will have been duly executedexecuted by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price therefor, will have been duly authenticated, issued issued, executed and delivered by the Company and each Co-Issuer, will be the constitute valid and legally binding agreement of each obligations of the Company and the Co-IssuersCompany, enforceable against them the Company in accordance with their terms, subject except as the enforcement thereof may be limited by the Enforceability Exceptions and except as rights to bankruptcyindemnification and contribution may be limited by applicable law, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawv) and will be entitled to the benefits and security provided by of the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms . No qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) is required in connection with the offer and sale of the Offered Securities contemplated hereby or in connection with any exempt resale of the Offered Securities, which summary is accurate in all material respects.

Indenture; Offered Securities. The Indenture has been duly and validly authorized by the Companyauthorized, the Co-Issuers and the Guarantors, and when duly executed and delivered by the CompanyCompany and each Guarantor, and has been duly qualified under the Trust Indenture Act, and assuming that the Indenture has been duly authorized, executed and delivered by the Trustee, the Indenture is a legal, valid and binding agreement of the Company and each Co-Issuer Guarantor, enforceable against the Company and each Guarantor will be the valid and legally binding agreement of each of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general equity principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); the . The Offered Securities have been duly authorized by the Company and each Co-IssuerCompany, and when issued pursuant to the Offered Securities are Indenture and delivered and paid for pursuant to this Agreement on the Closing DateAgreement, such Offered Securities will have been duly executed, authenticated, issued issued, delivered and delivered by paid for and will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company and each Co-Issuer, will be the valid and legally binding agreement of each of the Company and the Co-Issuers, enforceable against them in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general equity principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ). The Guarantees have been duly authorized by each Guarantor and when the Offered Securities and are duly executed, authenticated, issued, delivered and paid for pursuant to the Indenture and this Agreement on the Closing Date, such Guarantees will have been duly and validly issued and outstanding and will constitute legal, valid and binding obligations of each Guarantor, entitled to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms of the Indenture and enforceable against each Guarantor in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). On the Offered SecuritiesClosing Date, which summary is accurate the Indenture will conform in all material respectsrespects to the requirements of the Trust Indenture Act and the Rules and Regulations.

Indenture; Offered Securities. The Indenture has been duly and validly authorized by the Companyauthorized, the Co-Issuers and the Guarantors, and when duly executed and delivered by the CompanyCompany and each Guarantor, and has been duly qualified under the Trust Indenture Act, and assuming that the Indenture has been duly authorized, executed and delivered by the Trustee, the Indenture is a legal, valid and binding agreement of the Company and each Co-Issuer Guarantor, enforceable against the Company and each Guarantor will be the valid and legally binding agreement of each of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general equity principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); the . The Offered Securities have been duly authorized by the Company and each Co-IssuerCompany, and when issued pursuant to the Offered Securities are Indenture and delivered and paid for pursuant to this Agreement on the Closing DateAgreement, such Offered Securities will have been duly executed, authenticated, issued issued, delivered and delivered by the Company paid for and each Co-Issuerwill constitute legal, will be the valid and legally binding agreement of each obligations of the Company and the Co-IssuersCompany, enforceable against them the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general equity principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ). The Guarantees have been duly authorized by each Guarantor and entitled when the Offered Securities and are duly executed, authenticated, issued, delivered and paid for pursuant to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms of the Indenture and this Agreement on the Offered SecuritiesClosing Date, which summary such Guarantees will have been duly and validly issued and outstanding and will constitute legal, valid and binding obligations of each Guarantor, enforceable against each Guarantor in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is accurate considered in a proceeding in equity or at law). On the Closing Date, the Indenture will conform in all material respectsrespects to the requirements of the Trust Indenture Act and the Rules and Regulations.

Indenture; Offered Securities. The Base Indenture has been duly and validly authorized by the Company, Company and the Co-Issuers Supplemental Indenture has been duly authorized by the Company and the Guarantors, and when duly executed and delivered by the Company, each Co-Issuer and each Guarantor will be the valid and legally binding agreement of each of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Offered Securities have been duly authorized by the Company and each Co-Issuer, and Company; when the Offered Securities are authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement on the Closing DateDate and when the Base Indenture will have been duly executed and delivered by the Company and the Supplemental Indenture will have been duly executed and delivered by the Company and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company Company, and each Co-Issuerthe Offered Securities will conform to the description of such Offered Securities in the General Disclosure Package and the Final Offering Memorandum in all material respects; at the Closing Date, the Indenture will be conform to its description in the General Disclosure Package and the Final Offering Memorandum in all material respects and, when authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement, the Offered Securities will constitute valid and legally binding agreement obligations of the Company and, assuming the Indenture has been duly authorized, executed and delivered by the Trustee, the Base Indenture will have been duly executed and delivered by the Company and the Supplemental Indenture will have been duly executed and delivered by the Company and the Guarantors and, in each case, will constitute a valid and legally binding obligation of the Company and the Co-IssuersGuarantors, as applicable, in each case enforceable against them in accordance with their its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general equity principles and, in the case of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and the Offered Securities, entitled to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms of the Indenture and the Offered Securities, which summary is accurate in all material respects.

Indenture; Offered Securities. The Indenture has been duly and validly authorized by the Companyauthorized, the Co-Issuers and the Guarantors, and when duly executed and delivered by the Company, each Co-Issuer and each Guarantor will be the valid and legally binding agreement of each of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Offered Securities have been duly authorized by the Company and each Co-Issuer, and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company and each Co-IssuerGuarantor and has been duly qualified under the Trust Indenture Act; the Offered Securities delivered on such Closing Date have been duly authorized and executed by the Company and each Guarantor and conform in all material respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; and the Indenture (assuming the due authorization, will be execution and delivery thereof by the Trustee) and the Offered Securities delivered on such Closing Date (when authenticated by the Trustee in the manner provided in the indenture and delivered through the facilities of DTC against payment of the purchase price therefore) constitute valid and legally binding agreement of each obligations of the Company and the Co-Issuers, Guarantors enforceable against them in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general equity principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and entitled to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms of the Indenture and the Offered Securities, which summary is accurate in all material respects.;

Indenture; Offered Securities. The Base Indenture has been duly authorized by the Company and validly the Supplemental Indenture has been duly authorized by the Company and the Guarantors; the Offered Securities have been duly authorized by the Company, ; the Co-Issuers and the Guarantors, and when Base Indenture has been duly executed and delivered by the CompanyCompany and, each Co-Issuer assuming the due authorization, execution and each Guarantor will be delivery by the Trustee, constitutes a valid and legally binding agreement of each obligation of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)principles; the Offered Securities have been duly authorized by the Company and each Co-Issuer, and when the Offered Securities are authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement on the Closing DateDate and when the Supplemental Indenture will have been duly executed and delivered by the Company and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company Company, and each Co-Issuerthe Offered Securities will conform to the description of such Offered Securities in the General Disclosure Package and the Final Prospectus in all material respects; at the Closing Date, the Indenture will be conform to its description in the General Disclosure Package and the Final Prospectus in all material respects and, when authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement, the Offered Securities will constitute valid and legally binding agreement obligations of each the Company and, assuming the Supplemental Indenture has been duly authorized, executed and delivered by the Trustee, the paying agent, registrar and transfer agent, the Supplemental Indenture will have been duly executed and delivered by the Company and will constitute a valid and legally binding obligation of the Company and the Co-IssuersGuarantors, in each case enforceable against them in accordance with their its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general equity principles and, in the case of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and the Offered Securities, entitled to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms of the Indenture and the Offered Securities, which summary is accurate in all material respects.

Indenture; Offered Securities. The Indenture has been duly and validly authorized by the Companyauthorized, the Co-Issuers and the Guarantors, and when duly executed and delivered by the Company, each Co-Issuer and each Guarantor will be the valid and legally binding agreement of each of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Offered Securities have been duly authorized by the Company and each Co-Issuer, and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company and each Co-IssuerGuarantor and, will be assuming the due authorization, execution and delivery thereof by the Trustee, has been duly qualified under the Trust Indenture Act; assuming authentication of the Offered Securities by the Trustee in accordance with the Indenture and delivery of the Offered Securities to, and payment of the Offered Securities by the Underwriters, in accordance with the Agreement, the Offered Securities delivered on the Closing Date have been duly authorized, executed, authenticated, issued and delivered, conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; and the Indenture, assuming the due authorization, execution and delivery thereof by the Trustee, and the Offered Securities assuming authentication of the Offered Securities by the Trustee in accordance with the Indenture and delivery of the Offered Securities to, and payment of the Offered Securities by the Underwriters, in accordance with the Agreement, delivered on such Closing Date constitute valid and legally binding agreement of each obligations of the Company and the Co-Issuers, each Guarantor enforceable against them in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) principles, and entitled to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms of the Indenture and the Offered Securities, which summary is accurate in all material respects.;

Indenture; Offered Securities. The Indenture has been duly and validly authorized by the Companyauthorized, the Co-Issuers and the Guarantors, and when duly executed and delivered by the Company, each Co-Issuer Company and each Subsidiary Guarantor will be and has been duly qualified under the Trust Indenture Act; and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes the valid and legally binding agreement of each obligation of the Company, the Co-Issuers Company and the Guarantors each Subsidiary Guarantor enforceable against the Company and each of them Subsidiary Guarantor in accordance with its terms, subject to except (a) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to generally, by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); , by public policy, by applicable law relating to indemnification and contribution and by an implied covenant of good faith and fair dealing and (b) that such counsel need not express any opinion as to the enforceability of any provision of the Indenture requiring the payment of liquidated damages, special or additional interest or additional amounts. The Offered Securities have been duly authorized and executed by the Company and, when duly issued and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Agreement, will constitute valid and binding obligations of the Company enforceable against the Company and each Co-IssuerSubsidiary Guarantor, and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Dateas guarantor, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Company and each Co-Issuer, will be the valid and legally binding agreement of each of the Company and the Co-Issuers, enforceable against them in accordance with their terms, subject to (a) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to generally, by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), by public policy, by applicable law relating to indemnification and contribution and by an implied covenant of good faith and fair dealing and (b) and entitled that such counsel need not express any opinion as to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary enforceability of any provision of the terms Offered Securities requiring the payment of the Indenture and the Offered Securitiesliquidated damages, which summary is accurate in all material respects.special or additional interest or additional amounts;

Indenture; Offered Securities. The On the Closing Date, the Indenture has will have been duly authorized, executed and validly authorized delivered by the Company, Company and will conform to the Co-Issuers information in the General Disclosure Package and to the Guarantors, and when description of the Indenture contained in the Final Offering Memorandum. When duly executed and delivered by each of the Companyparties thereto, each Co-Issuer and each Guarantor the Indenture will be constitute the valid and legally binding agreement of each obligations of the Company, the Co-Issuers and the Guarantors enforceable against each of them the Company in accordance with its terms, subject to except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors' the rights generally and subject remedies of creditors or by general equitable principles (collectively, the “Enforceability Exceptions”) and except as rights to general principles indemnification and contribution may be limited by applicable law. On the Closing Date, the Notes to be purchased by the Purchasers from the Company (i) will be in the form contemplated by the Indenture, (ii) will, on the date of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Offered Securities this Agreement, have been duly authorized by the Company for issuance and each Co-Issuer, and when the Offered Securities are delivered and paid for sale pursuant to this Agreement on and the Closing DateIndenture, such Offered Securities (iii) will have been duly executedexecuted by the Company, (iv) when authenticated in the manner provided for in the Indenture on the Closing Date and delivered against payment of the purchase price therefor, will have been duly authenticated, issued issued, executed and delivered by the Company and each Co-Issuer, will be the constitute valid and legally binding agreement of each obligations of the Company and the Co-IssuersCompany, enforceable against them the Company in accordance with their terms, subject except as the enforcement thereof may be limited by the Enforceability Exceptions and except as rights to bankruptcyindemnification and contribution may be limited by applicable law, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawv) and will be entitled to the benefits and security provided by of the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms . No qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) is required in connection with the offer and sale of the Offered Securities contemplated hereby or in connection with any exempt resale of the Offered Securities, which summary is accurate in all material respects.

Indenture; Offered Securities. The Indenture has been duly and validly authorized by the Company, the Co-Issuers and the Guarantors, and when duly executed and delivered by the Company, each Co-Issuer and each Guarantor will be the valid and legally binding agreement of each of the Company, the Co-Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Offered Securities have been duly authorized by the Company and the Guarantors; the Notes have been duly authorized by the Company; the Guarantees have been duly authorized by each Co-Issuer, of the Guarantors; and when the Offered Securities are delivered and paid for pursuant to this Agreement and the Indenture and assuming authentication and issuance of the Offered Securities in accordance with the terms of the Indenture, on the Closing Date, such Offered Securities the Indenture will have been duly executed, authenticated, issued executed and delivered by the Company and each Co-Issuerthe Guarantors, the Notes and the Guarantees will be in the forms contemplated by the Indenture, the Notes will have been duly executed and issued by the Company, the Guarantees will have been duly executed and delivered by each of the Guarantors, the Notes and the Guarantees will conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Final Offering Circular, the Offered Securities will be entitled to the benefits of the Indenture and the Indentures and such Offered Securities will constitute valid and legally binding agreement of each obligations of the Company and the Co-IssuersGuarantors, as applicable, enforceable against them the applicable party in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' ’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and entitled to the benefits and security provided by the Indenture; the General Disclosure Package and the Offering Circular each contain a summary of the terms of the Indenture and the Offered Securities, which summary is accurate in all material respectsprinciples.