Common use of Valid Issuance of the Guarantee Clause in Contracts

Valid Issuance of the Guarantee. The Guarantee to be endorsed on the LoTSSM by the Partnership has been duly authorized by the General Partner on behalf of the Partnership and, on the Delivery Date, will have been duly executed and delivered by the Partnership; when the LoTSSM have been issued, executed and authenticated in accordance with the Indenture, including endorsement of the LoTSSM by the Partnership, and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Guarantee will constitute the valid and legally binding obligation of the Partnership enforceable against the Partnership in accordance with its terms; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Valid Issuance of the Guarantee. The Guarantee to be endorsed on the LoTSSM Notes by the Partnership has been duly authorized by the General Partner on behalf of the Partnership and, on the Delivery Date, will have been duly executed and delivered by the Partnership; when the LoTSSM Notes have been issued, executed and authenticated in accordance with the Indenture, including endorsement of the LoTSSM Notes by the Partnership, and delivered to and paid for by the Underwriters Underwriter in accordance with the terms of this Agreement, the Guarantee will constitute the valid and legally binding obligation of the Partnership enforceable against the Partnership in accordance with its terms; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Valid Issuance of the Guarantee. The Guarantee to be endorsed on the LoTSSM Notes by the Partnership has been duly authorized by the General Partner on behalf of the Partnership and, on the Delivery Date, will have been duly executed and delivered by the Partnership; when the LoTSSM Notes have been issued, executed and authenticated in accordance with the Indenture, including endorsement of the LoTSSM Notes by the Partnership, and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Guarantee will constitute the valid and legally binding obligation of the Partnership enforceable against the Partnership in accordance with its terms; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).