Common use of The Securities and the Guarantee Clause in Contracts

The Securities and the Guarantee. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the 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 the guarantee to be provided by the Subsidiary Guarantor (the “Guarantee”) under the Indenture has been duly authorized by the Subsidiary Guarantor and, when the Guarantee has been duly executed, authenticated, issued and delivered as provided in the Indenture and the Securities have been paid for as provided herein, will constitute valid and legally binding obligations of the Subsidiary Guarantor, enforceable against the Subsidiary Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Securities and the Guarantee. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, the Securities will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the 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 the guarantee to be provided by the Subsidiary Guarantor (the “Guarantee”) under the Indenture . The Guarantee has been duly authorized by the Subsidiary Guarantor and, when upon the Guarantee has execution of the Indenture, assuming that the Securities have been duly executed, authenticated, issued and delivered by the Company as provided in the Indenture and the Securities have been paid for as provided herein, the Guarantee will constitute be the valid and legally binding obligations obligation of the Subsidiary Guarantor, enforceable against the Subsidiary Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Securities and the Guarantee. The Securities to be issued and sold by the Company hereunder have been duly authorized by the Company for issuance and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided hereinby the Underwriters in accordance with the terms hereof, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the 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 the guarantee to be provided by the Subsidiary Guarantor (the “Guarantee”) under the Indenture Guarantee has been duly authorized by the Subsidiary Guarantor and, when the Guarantee has Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and the Securities have been paid for as provided herein, will constitute be a valid and legally binding obligations obligation of the Subsidiary Guarantor, enforceable against the Subsidiary Guarantor in accordance with their its terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Securities and the Guarantee. The Securities to be issued and sold by the Company hereunder have been duly authorized by the Company for issuance and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided hereinby the Underwriters in accordance with the terms hereof, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the 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 the guarantee to be provided by the Subsidiary Guarantor (the “Guarantee”) under the Indenture Guarantee has been duly authorized by the Subsidiary Guarantor and, when the Guarantee has Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and the Securities have been paid for as provided hereinby the Underwriters in accordance with the terms hereof, will constitute be a valid and legally binding obligations obligation of the Subsidiary Guarantor, enforceable against the Subsidiary Guarantor in accordance with their its terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Securities and the Guarantee. The Securities have been duly authorized by the Company and, at the Closing Date, will have been duly executed by the Company and, when duly executed, authenticated, issued authenticated in accordance with the terms of the Indenture and delivered against payment of the purchase price therefor as provided in the Indenture and paid for as provided hereinthis Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company Company, enforceable against the Company in accordance with their terms, subject to except as enforcement thereof may be limited by the Enforceability Exceptions, and will be in the form contemplated by, and entitled to the benefits of of, the Indenture; and the guarantee to be provided by the Subsidiary Guarantor (the “Guarantee”) under the Indenture . The Guarantee has been duly authorized by the Subsidiary Guarantor and, when the Guarantee has been duly executed, authenticated, issued and Securities are delivered against payment of the purchase price therefor as provided in this Agreement on the Indenture Closing Date and issued, executed and authenticated in accordance with the Securities have been paid for as provided hereinterms of the Indenture, the Guarantee will constitute a valid and legally binding obligations obligation of the Subsidiary Guarantor, enforceable against the Subsidiary Guarantor in accordance with their its terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.