Common use of Validity of the Holders’ New Notes Clause in Contracts

Validity of the Holders’ New Notes. The Holder’s New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s New Notes will not be subject to any preemptive, participation, rights of first refusal and other similar rights. Assuming the accuracy of the Holder’s representations and warranties hereunder, the Holder’s New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, (b) will be free of any restrictions on resale by the Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities ActAct and Rule 506 of Regulation D, (b) will will, at the Closing, be free of any restrictions on resale by the such Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and legally binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(24(a)(2) of the Securities Act, (b) will will, at the Closing, be free of any restrictions on resale by the such Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, Act and Rule 506 of Regulation D and (b) will be free of any restrictions on resale by the Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.

Validity of the Holders’ New Notes. The Holder’s New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s New Notes will not be subject to any preemptive, participation, rights of first refusal and other similar rights. Assuming the accuracy of the Holder’s representations and warranties hereunder, the Holder’s New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, and (b) will be free of any restrictions on resale by the Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the each Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and legally binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(24(a)(2) of the Securities Act, (b) will will, at the Closing, be free of any restrictions on resale by the such Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act, (b) will will, at the Closing, be free of any restrictions on resale by the such Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities ActAct and/or Rule 506 of Regulation D, (b) will will, at the Closing, be free of any restrictions on resale by the such Holder pursuant to Rule 144 promulgated under the Securities Act, Act and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders' New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders' New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders' New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s 's representations and warranties hereunder, the Holder’s Holders' New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(24(a)(2) of the Securities Act, (b) will will, at the Closing, be free of any restrictions on resale by the such Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders' New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities ActAct and Rule 506 of Regulation D, (b) will will, at the Closing, be free of any restrictions on resale by the such Holder pursuant to Rule 144 promulgated under the Securities Act, Act and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.

Validity of the Holders’ New Notes. The Holder’s New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the issuance of the Holder’s New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the Holder’s representations and warranties hereunder, the Holder’s New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities ActAct and Rule 506 of Regulation D, (b) will be free of any restrictions on resale by the Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, (b) will will, at the Closing, be free of any restrictions on resale by the such Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(24(a)(2) of the Securities Act, (b) will will, at the Closing, be free of any restrictions on resale by the such Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(23(a)(9) of the Securities Act, (b) will will, at the Closing, be free of any restrictions under federal securities laws on resale by the such Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.

Validity of the Holders’ New Notes. The Holder’s Holders’ New Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s Holders’ New Notes will be valid and legally binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions, and the Holder’s Holders’ New Notes will not be subject to any preemptive, participation, rights of first refusal and or other similar rights. Assuming the accuracy of the each Holder’s representations and warranties hereunder, the Holder’s Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(24(a)(2) of the Securities Act, Act and (b) will be free of any restrictions on resale by the Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Holder’s Holders’ New Notes.