Common use of Valid Issuance of the Notes Clause in Contracts

Valid Issuance of the Notes. Assuming the accuracy of the Purchaser’s representations in Section 6 below, the Securities will be issued in compliance with Applicable Law. Each of the Notes, when issued, sold and delivered in accordance with the terms thereof and for the consideration set forth herein, will be free of restrictions on transfer, other than restrictions on transfer under Applicable Law. The Notes, when issued, will be in the form contemplated by the Indenture. Each of the Notes has been duly authorized by the Company and, when executed and delivered by the Company, authenticated by the Trustee and delivered to the Purchaser in accordance with the terms of this Agreement and the Indenture, such Notes will have been duly executed, issued and delivered by the Company and will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except for the Enforcement Exceptions. Each Guarantee (if any) has been duly and validly authorized by each Guarantor issuing such Guarantee and, when executed and endorsed upon the Notes and delivered in accordance with the terms of the Indenture, will be the legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except for the Enforcement Exceptions.

Valid Issuance of the Notes. Assuming the accuracy of the Purchaser’s representations in Section 6 below, the Securities will be issued in compliance with Applicable Law. Each of the Notes, when issued, sold and delivered in accordance with the terms thereof and for the consideration set forth herein, will be free of restrictions on transfer, other than restrictions on transfer under Applicable Lawapplicable federal or state securities laws. Assuming the accuracy of the Purchaser’s representations in Section 6 below, the Notes will be issued in compliance with applicable federal and state securities laws. The Notes, when issued, will be in the form contemplated by the Indenture. Each of the Notes has been duly authorized by the Company and, when executed and delivered by the Company, authenticated by the Trustee and delivered to the Purchaser in accordance with the terms of this Agreement and the Indenture, such Notes will have been duly executed, issued and delivered by the Company and will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except for the Enforcement Exceptionsas limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. Each Guarantee (if any) has been duly and validly authorized by each Guarantor issuing such Guarantee and, when executed and endorsed upon the Notes have been duly executed, authenticated and delivered issued in accordance with the terms of the IndentureIndenture and delivered to and paid for by the Purchaser with the Guarantees endorsed thereon by such Guarantor, will be constitute the legally legal, valid and binding obligation obligations of such GuarantorGuarantor entitled to the benefits of the Indenture, enforceable against such Guarantor in accordance with its terms, except for the Enforcement Exceptionsas limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.