Common use of Valid Issuance of the Notes Clause in Contracts

Valid Issuance of the Notes. The Notes have been duly authorized for issuance and sale to the Underwriters, and, when executed by the Operating LLC and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will have been duly executed and delivered by the Operating LLC, and will constitute the valid and legally binding obligations of the Operating LLC entitled to the benefits of the Indenture and enforceable against the Operating LLC in accordance with their 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 Notes. The Notes have been duly authorized for issuance and sale to the UnderwritersUnderwriters pursuant to this Agreement, and, when executed by the Operating LLC Spectra Capital and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will have been duly executed and delivered by the Operating LLCSpectra Capital, and will constitute the valid and legally binding obligations of the Operating LLC Spectra Capital entitled to the benefits of the Indenture and enforceable against the Operating LLC Spectra Capital in accordance with their 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 Notes. The Notes have been duly authorized for issuance and sale to the Underwriters, and, when executed by the Operating LLC Partnership and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will have been duly executed and delivered by the Operating LLCPartnership, and will constitute the valid and legally binding obligations of the Operating LLC Partnership entitled to the benefits of the Indenture and enforceable against the Operating LLC Partnership in accordance with their 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 Notes. The Notes have been duly authorized for issuance and sale to the Underwriters, and, when executed by the Operating LLC Partnership and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will have been duly executed and delivered by the Operating LLCPartnership, and will constitute the valid and legally binding obligations of the Operating LLC Partnership entitled to the benefits of the Indenture and enforceable against the Operating LLC Partnership in accordance with their 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 Notes. The Notes have been duly authorized for issuance and sale to the UnderwritersUnderwriter, and, when executed by the Operating LLC Partnership and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters Underwriter in accordance with the terms of this Agreement, will have been duly executed and delivered by the Operating LLCPartnership, and will constitute the valid and legally binding obligations of the Operating LLC Partnership entitled to the benefits of the Indenture and enforceable against the Operating LLC Partnership in accordance with their 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 Notes. The Notes have been duly authorized for issuance and sale to the Underwriters, and, when executed by the Operating LLC Spectra Capital and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will have been duly executed and delivered by the Operating LLCSpectra Capital, and will constitute the valid and legally binding obligations of the Operating LLC Spectra Capital entitled to the benefits of the Indenture and enforceable against the Operating LLC Spectra Capital in accordance with their 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 Notes. The Notes have been duly authorized and, when delivered to and paid for issuance and sale to by the Underwriters, and, when will have been duly executed by the Operating LLC and authenticated by the Trustee Partnership in accordance with the provisions of the Indenture. The Notes, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered to and paid against payment of the purchase price for by the Underwriters Notes as provided in accordance with the terms of this Agreement, will have been duly executed and delivered by the Operating LLC, and will constitute the valid and legally binding obligations of the Operating LLC entitled to the benefits of the Indenture and Partnership enforceable against the Operating LLC Partnership in accordance with their terms; provided thatterms and the terms of the Indenture, the except as 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), and will be entitled to the benefits of the Indenture.