Common use of Indenture; Offered Securities Clause in Contracts

Indenture; Offered Securities. The Indenture has been duly authorized, executed and delivered by the Company and has been duly qualified under the Trust Indenture Act; the Offered Securities have been duly authorized 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, issued and 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 Trustee and are delivered and paid for pursuant to this Agreement on the Closing Date, the Offered Securities constitute valid and legally binding obligations of the Company, enforceable 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 enforcement is sought in a proceeding in equity or law) and the holders of the Offered Securities will be entitled to the benefits and security provided by the Indenture;

Indenture; Offered Securities. The Indenture has been duly authorized, executed and delivered by the Company and each Guarantor and has been duly qualified under the Trust Indenture Act; the Offered Securities delivered on such Closing Date have been duly authorized and, when the Offered Securities have been duly authenticated and executed by the Trustee Company and are delivered each Guarantor and paid for pursuant to this Agreement on the Closing Date, such Offered Securities will have been duly executed, issued and delivered; and the Offered Securities conform to the information in the General Disclosure Package and the Final Prospectus and all material respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; andand the Indenture (assuming the due authorization, execution and delivery thereof by the Indenture, Trustee) and when the Offered Securities have been duly delivered on such Closing Date (when authenticated by the Trustee in the manner provided in the indenture and are delivered and paid for pursuant to this Agreement on through the Closing Date, facilities of DTC against payment of the Offered Securities purchase price therefore) constitute valid and legally binding obligations of the Company, Company and the Guarantors enforceable 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 enforcement is sought in a proceeding in equity or law) and the holders of the Offered Securities will be entitled to the benefits and security provided by the Indenture;

Indenture; Offered Securities. The Indenture has been duly authorized, executed and delivered by the Company and each Guarantor and, 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 andauthorized, when the Offered Securities have been duly authenticated by the Trustee and are delivered and paid for pursuant to this Agreement on the Closing Dateexecuted, such Offered Securities will have been duly executedauthenticated, issued and 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, and the Indenture, assuming the due authorization, execution and when delivery thereof by the Trustee, and the Offered Securities have been duly authenticated assuming authentication of the Offered Securities by the Trustee in accordance with the Indenture and are delivered and paid for pursuant to this Agreement on the Closing Date, 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 obligations of the Company, Company and each Guarantor enforceable 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 enforcement is sought in a proceeding in equity or law) principles, and the holders of the Offered Securities will be entitled to the benefits and security provided by the Indenture;

Indenture; Offered Securities. The Indenture has been duly authorized, executed and delivered by the Company and has been duly qualified under the Trust Indenture Act; , and assuming due execution and delivery thereof by the Trustee, constitutes a valid and binding obligation of the Company, enforceable in accordance with its 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. The Offered Securities delivered on the Closing Date have been duly authorized executed by the Company and, when the Offered Securities have been duly authenticated by the Trustee in accordance with the Indenture and are delivered and paid for pursuant to in accordance with this Agreement on the Closing DateAgreement, such Offered Securities will have been duly executed, issued and 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 Trustee and are delivered and paid for pursuant to this Agreement on the Closing Date, the Offered Securities constitute valid and legally binding obligations of the Company, enforceable 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 enforcement is sought in a proceeding in equity or law) principles, and the holders of the Offered Securities will be entitled to the benefits and security provided by of the Indenture; the Offered Securities conform in all material respects to the statements in the General Disclosure Package and the Final Prospectus under the caption “Description of the Notes;”

Indenture; Offered Securities. The Indenture has been duly authorized, executed and delivered by the Company and each Guarantor 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, 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 andauthorized, when the Offered Securities have been duly authenticated by the Trustee and are delivered and paid for pursuant to this Agreement on the Closing Dateexecuted, such Offered Securities will have been duly executedauthenticated, issued and 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, and the Indenture, Indenture and when the Offered Securities have been duly authenticated assuming authentication of the Offered Securities by the Trustee in accordance with the Indenture and are delivered and paid for pursuant to this Agreement on the Closing Date, 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 obligations of the Company, Company and each Guarantor enforceable 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 enforcement is sought in a proceeding in equity or law) principles, and the holders of the Offered Securities will be entitled to the benefits and security provided by the Indenture;