Common use of Indenture; Offered Securities Clause in Contracts

Indenture; Offered Securities. Each of the Indenture, the Notes and the Guarantees has been duly authorized by the Issuers and/or the Guarantors, as applicable, and assuming due execution of the Indenture and authentication of the Offered Securities by the Trustee, when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered by the Issuers and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Issuers and the Guarantors, as applicable and, the Indenture, the Notes and the Guarantees will constitute valid and legally binding obligations of the Issuers and Guarantors, as applicable, in each case, enforceable against each of the Issuers and the Guarantors, as applicable, in accordance with their terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforceability is considered in a proceeding at law or in equity), the discretion of the court before which any proceeding may be brought, implied covenants of good faith and fair dealing and the benefits and security provided by the Indenture;

Indenture; Offered Securities. Each of the Indenture, the Notes and the Guarantees has been duly authorized by the Issuers and/or the Guarantors, as applicable, and assuming due execution of the Indenture and authentication of the Offered Securities by the Trustee, when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered by the Issuers and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Issuers and the Guarantors, as applicable and, the Indenture, the Notes and the Guarantees will constitute valid and legally binding obligations of the Issuers and Guarantors, as applicable, in each case, enforceable against each of the Issuers and the Guarantors, as applicable, in accordance with their terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforceability is considered in a proceeding at law or in equity), the discretion of the court before which any proceeding may be brought, implied covenants of good faith and fair dealing and the benefits and security provided by the Indenture;

Indenture; Offered Securities. Each of the Indenture, the Notes and the Guarantees has been duly authorized by the Issuers and/or the Guarantors, as applicable, . The Indenture has been duly executed and assuming due execution of delivered by the Indenture Issuers and the Guarantors. Assuming authentication of the Offered Securities by the Trustee, when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered by the Issuers and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Issuers and the Guarantors, as applicable and, the Indenture, the Notes and the Guarantees will constitute valid and legally binding obligations of the Issuers and Guarantors, as applicable, in each case, enforceable against each of the Issuers and the Guarantors, as applicable, in accordance with their terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforceability is considered in a proceeding at law or in equity), the discretion of the court before which any proceeding may be brought, implied covenants of good faith and fair dealing and the benefits and security provided by the Indenture;

Indenture; Offered Securities. Each of the Indenture, the Notes and the Guarantees The Base Indenture has been duly authorized authorized, executed and delivered by the Issuers and/or 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 of the Base Indenture and the Sixth Supplemental Indenture (assuming the due authorization, execution of 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 authentication delivered through the facilities of The Depository Trust Company against payment of the Offered Securities by the Trustee, when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered by the Issuers and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Issuers and the Guarantors, as applicable and, the Indenture, the Notes and the Guarantees will purchase price therefore) constitute valid and legally binding obligations of the Issuers and Guarantors, as applicable, in each case, enforceable against each of the Issuers Company and the Guarantors, as applicable, enforceable in accordance with their terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforceability enforcement is considered in a proceeding at law equity or in equity), the discretion of the court before which any proceeding may be brought, implied covenants of good faith at law) and fair dealing public policy; and the benefits and security provided by Indenture has been duly qualified under the IndentureTrust Indenture Act;

Indenture; Offered Securities. Each The Indenture has been duly and validly authorized by the Company, the Co-Issuers and the Guarantors, and constitutes a valid and legally binding agreement of each of the IndentureCompany, the Notes Co-Issuers and the Guarantees has 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 Issuers and/or the Guarantors, as applicableCompany and each Co- Issuer, and assuming due execution of the Indenture and authentication of the Offered Securities by the Trustee, when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered by the Issuers and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Issuers Company and each Co-Issuer, will be the Guarantors, as applicable and, the Indenture, the Notes and the Guarantees will constitute valid and legally binding obligations agreement of each of the Issuers Company and Guarantors, as applicable, in each casethe Co-Issuers, enforceable against each of the Issuers and the Guarantors, as applicable, them in accordance with their terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and or similar laws of general applicability now or hereafter in effect relating to or affecting creditors’ ' rights generally and subject to general principles of equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law or in equity), the discretion of the court before which any proceeding may be brought, implied covenants of good faith law) and fair dealing 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. Each 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 IndentureCompany, the Notes Co-Issuers and the Guarantees has 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 Issuers and/or the Guarantors, as applicableCompany and each Co-Issuer, and assuming due execution of the Indenture and authentication of the Offered Securities by the Trustee, when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered by the Issuers and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Issuers Company and each Co-Issuer, will be the Guarantors, as applicable and, the Indenture, the Notes and the Guarantees will constitute valid and legally binding obligations agreement of each of the Issuers Company and Guarantors, as applicable, in each casethe Co-Issuers, enforceable against each of the Issuers and the Guarantors, as applicable, them in accordance with their terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and or similar laws of general applicability now or hereafter in effect relating to or affecting creditors’ ' rights generally and subject to general principles of equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law or in equity), the discretion of the court before which any proceeding may be brought, implied covenants of good faith law) and fair dealing 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. Each of the Indenture, the Notes and the Guarantees The Indenture has been duly authorized by the Issuers and/or Company and the Guarantors, as applicable, and assuming due execution ; the Notes have been duly authorized by the Company; the Guarantees have been duly authorized by each of the Indenture Guarantors; and authentication of the Offered Securities by the Trustee, 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, the Indenture will have been duly executed and delivered by the Issuers Company and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered by the Issuers and the Guarantors, as applicable and, the Indenture, 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 obligations of the Issuers and Guarantors, as applicable, in each case, enforceable against each of the Issuers Company and the Guarantors, as applicable, enforceable against the applicable party in accordance with their terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforceability is considered in a proceeding at law or in equity), the discretion of the court before which any proceeding may be brought, implied covenants of good faith and fair dealing and the benefits and security provided by the Indenture;principles.