Common use of The Exchange Securities Clause in Contracts

The Exchange Securities. The Exchange Securities (including the related guarantees (the “Exchange Securities Guarantees”)) have been duly authorized for issuance by the Company and each of the Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Indenture and the Registration Rights Agreement, the Exchange Securities will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Exchange Securities Guarantees have been duly authorized by each of the Guarantors and, when the Exchange Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Exchange Securities. The On the Closing Date, the Exchange Securities (including the related guarantees (the “Exchange Securities Guarantees”)) will have been duly authorized for issuance by the Company and each of the Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Indenture and the Registration Rights Agreement, the Exchange Securities will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Exchange Securities Guarantees will have been duly authorized by each of the Guarantors and, when the Exchange Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Exchange Securities. The On the Closing Date, the Exchange Securities (including the related guarantees (the “"Exchange Securities Guarantees”")) will have been duly authorized for issuance by the Company and each of the Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Indenture and the Registration Rights Agreement, the Exchange Securities will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Exchange Securities Guarantees will have been duly authorized by each of the Guarantors and, when the Exchange Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Exchange Securities. The Exchange Securities (including the related guarantees (the “Exchange Securities Guarantees”)) have been duly authorized for issuance by the Company and each of the Guarantors Escrow Issuer and, when duly executed, authenticatedissued, issued authenticated and delivered as contemplated by the Indenture and the Registration Rights Agreement, the Exchange Securities will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Escrow Issuer, enforceable against the Escrow Issuer in accordance with their terms, subject to the Enforceability Exceptions, and entitled to the -9- benefits of the Indenture and, when the Registration Rights Agreement Joinder has been duly executed and delivered by the Company in accordance with the Registration Rights Agreement, the Exchange Securities will constitute valid and binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and . On or prior to the Escrow Release Date, the Guarantees of the Exchange Securities Guarantees have been will be duly authorized by each of the Guarantors Guarantors, and, when the Exchange Securities have Registration Rights Agreement Joinder has been duly executed, authenticated, issued executed and delivered as provided by each Guarantor in accordance with the Indentureterms of this Agreement and the Registration Rights Agreement, will be constitute a valid and legally binding obligations obligation of each of the Guarantors, Guarantor enforceable against each of the Guarantors Guarantor in accordance with their its terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Exchange Securities. The Exchange Securities (including the related guarantees (the “Exchange Securities Guarantees”)) have been duly authorized for issuance by the Company and each of the Guarantors Escrow Issuer and, when duly executed, authenticatedissued, issued authenticated and delivered as contemplated by the Indenture and the Registration Rights Agreement, the Exchange Securities will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Escrow Issuer, enforceable against the Escrow Issuer in accordance with their terms, subject to the Enforceability Exceptions, and entitled to the benefits of the Indenture and, when the Registration Rights Agreement Joinder has been duly executed and delivered by the Company in accordance with the Registration Rights Agreement, the Exchange Securities will constitute valid and binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and . On or prior to the Escrow Release Date, the Guarantees of the Exchange Securities Guarantees have been will be duly authorized by each of the Guarantors Guarantors, and, when the Exchange Securities have Registration Rights Agreement Joinder has been duly executed, authenticated, issued executed and delivered as provided by each Guarantor in accordance with the Indentureterms of this Agreement and the Registration Rights Agreement, will be constitute a valid and legally binding obligations obligation of each of the Guarantors, Guarantor enforceable against each of the Guarantors Guarantor in accordance with their its terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Exchange Securities. The On the Closing Date, the Exchange Securities (including the related guarantees (guarantees, referred to herein as the “Exchange Securities Guarantees”)) will have been duly authorized for issuance by the Company and each of the Guarantors and, when the Exchange Securities are duly executed, authenticated, issued and delivered as contemplated by the Indenture and the Registration Rights Agreement, the Exchange Securities will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and when the Exchange Securities Guarantees have been are duly authorized executed and delivered in accordance with the Indenture and as contemplated by each of the Guarantors and, when Registration Rights Agreement and the Exchange Securities have been duly executed, authenticated, issued authenticated in accordance with the Indenture and delivered as provided to the holders of the Securities in exchange therefor, the Indenture, Exchange Securities Guarantees will be constitute valid and legally legal binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, Exceptions and will be entitled to the benefits of the Indenture.