Common use of Execution and Delivery of Indenture Clause in Contracts

Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been qualified under the Trust Indenture Act; the Notes and Guarantee have been duly authorized and, when the Notes and the Guarantee are delivered and paid for pursuant to this Agreement on the Closing Date, such Notes will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture, and such Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor (assuming the due authorization, execution and constitutes delivery of the Indenture by the Trustee), is a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been qualified under the Trust Indenture Act; the Notes and Guarantee have been duly authorized and, when the Notes and the Guarantee are delivered and paid for pursuant to this Agreement on the Closing Date, such Notes will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture, and such Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The On or prior to the Closing Date, the Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, authorized and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes and the Guarantee Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, assuming due authorization, authentication, execution and delivery thereof by the Trustee, and such Securities Offered Securities, when executed and authenticated in accordance with the provisions of the Indenture, will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly authorizedauthorized by each of the Company and the Guarantor (assuming the due authorization of the Indenture by the Trustee), and at the Closing Date will have been (assuming the due execution and delivery of the Indenture by the Trustee) duly executed and delivered by each of the Company and the Guarantor and constitutes shall constitute a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been shall be qualified under the Trust Indenture Act; the Notes and Guarantee have been duly authorized and, when the Notes and the Guarantee are delivered and paid for pursuant to this Agreement on the Closing Date, such Notes will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture, and such Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Base Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee have Supplemental Indenture has been duly authorized by the Company and, when the Notes and the Guarantee are delivered and paid for pursuant to this Agreement on the Closing Date, such Notes will have been duly executed, authenticated, issued it is executed and delivered by each of the Company and the Guarantor Trustee, the Indenture will (assuming that the Notes have been authenticated in the manner provided for in the Indenturei) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture, and such Securities will constitute a valid and legally binding obligations obligation of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principlesprinciples (the “Enforceability Exceptions”), and (ii) conform in all material respects with the requirements of the Trust Indenture Act; and the Securities have been duly authorized and, when the Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Supplemental Indenture will have been duly executed and delivered by the Company and such Securities will have been duly executed, authenticated, issued and delivered, will be consistent with the information in the General Disclosure Package, will conform to the description of such Securities contained in the Final Prospectus and the Indenture and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to the Enforceability Exceptions.

Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been qualified under the Trust Indenture Act; Act; the Notes and Guarantee have been duly authorized and, when the Notes and the Guarantee are delivered and paid for pursuant to this Agreement on the Closing Date, such Notes will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture, and such Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered authorized by each of the Company and the each Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes and the Guarantee Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered by the Company and each Guarantor, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes Offered Securities have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executedIndenture by the Trustee), issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the and each Guarantor, as the case may beapplicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Base Indenture has been duly authorized, executed and delivered authorized by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes Seventh Supplemental Indenture has been duly executed and delivered by the Company and the Guarantee are Trustee and the Offered Securities have been issued and authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement on the Closing DateDate (as defined below), the Indenture will have been duly executed and delivered by the Company, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information description of such Offered Securities in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly authorizedauthorized by the Company and has been duly qualified under the Trust Indenture Act and, when the Supplemental Indenture has been duly executed and delivered in accordance with its terms by each of the Company and parties thereto, the Guarantor and constitutes Indenture will constitute a valid and legally binding agreement of each of the Company and the GuarantorCompany, enforceable against the Company and the Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and has been qualified under the Trust Indenture Actsimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Notes and Guarantee Securities have been duly authorized by the Company and, when the Notes Supplemental Indenture has been duly executed and delivered in accordance with its terms by each of the parties thereto and the Guarantee are Securities have been duly executed and authenticated by the Trustee, issued and delivered as provided in the Indenture and paid for pursuant to this Agreement on the Closing Date, such Notes will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee Securities will conform in all material respects to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture, Indenture and such Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly qualified under the Trust Indenture Act; the Base Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and constitutes a valid and legally binding agreement of each obligation of the Company and the GuarantorCompany, enforceable against the Company and the Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and has been qualified under the Trust Indenture Actsimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Notes Second Supplemental Indenture and Guarantee the Offered Securities have been duly authorized and, when the Notes and the Guarantee Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Second Supplemental Indenture will have been duly executed and delivered by the Company, such Notes Offered Securities, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executedCompany, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes Offered Securities have been duly authenticated by the Trustee and the Guarantee are delivered and paid for pursuant to this Agreement on the Closing Date, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee Offered Securities will conform in all material respects to the information in the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained in the Final Prospectus and when the IndentureOffered Securities have been duly authenticated by the Trustee and are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered by each of the Company and the each Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes and the Guarantee Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes Offered Securities have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executedIndenture by the Trustee), issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the and each Guarantor, as the case may beapplicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The When each of the Base Indenture and the Supplemental Indenture has been duly authorized, executed and delivered by each of the Company Issuer and the Guarantor Guarantors (assuming due authorization, execution and constitutes delivery thereof by the Trustee), the Indenture will constitute a valid and binding agreement of each of the Company Issuer and the GuarantorGuarantors, enforceable against the Company Issuer and the Guarantor Guarantors in accordance with its terms, and ; the Indenture has been qualified under the Trust Indenture Act; the Notes and Guarantee Guarantees have been duly authorized and, when the Notes and the Guarantee Guarantees are delivered and paid for pursuant to this Agreement on the Closing Date, such Notes will have been duly executed, authenticated, issued and delivered by each of the Company Issuer and the Guarantor Guarantors (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee Guarantees will have been duly executed, issued and delivered, and the Notes and the Guarantee Guarantees will conform in all material respects to the information in the General Disclosure Package and to the description of such the Securities contained in the Final Prospectus and the Indenture, and such the Securities will constitute valid and legally binding obligations of the Company Issuer or the GuarantorGuarantors, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Base Indenture has been duly authorized, executed and delivered authorized by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes Base Indenture and the Guarantee are Second Supplemental Indenture have been duly executed and delivered by the Company and the Trustee and the Offered Securities have been issued and authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered by the Company, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information description of such Offered Securities in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principlesprinciples of equity.

Execution and Delivery of Indenture. The Base Indenture has been duly authorized, executed and delivered authorized by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes Base Indenture and the Guarantee are First Supplemental Indenture have been duly executed and delivered by the Company and the Trustee and the Offered Securities have been issued and authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered by the Company, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information description of such Offered Securities in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principlesprinciples of equity.

Execution and Delivery of Indenture. The On or prior to the Closing Date, the Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, authorized and has been duly qualified under the Trust Indenture ActAct by the Company and each Guarantor; the Notes Offered Securities and Guarantee the Guarantees have been duly authorized by the Company and each Guarantor, respectively; and, when the Notes and the Guarantee Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered by the Company and each Guarantor, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, assuming due authorization, authentication, execution and delivery thereof by the Trustee, and such Securities Offered Securities, and in the case of the Guarantors, such Guarantees, when executed and authenticated in accordance with the provisions of the Indenture, will constitute valid and legally binding obligations of the Company or the and each Guarantor, as the applicable, in each case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly qualified under the Trust Indenture Act; the Base Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and constitutes a valid and legally binding agreement of each obligation of the Company and the GuarantorCompany, enforceable against the Company and the Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and has been qualified under the Trust Indenture Actsimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Notes Third Supplemental Indenture and Guarantee the Offered Securities have been duly authorized and, when the Notes and the Guarantee Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Third Supplemental Indenture will have been duly executed and delivered by the Company, such Notes Offered Securities, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executedCompany, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered authorized by each of the Company and the Guarantor and constitutes a valid and binding agreement of each Guarantors and, upon the effectiveness of the Company and Trustee’s Statement of Eligibility on Form T-1 under the GuarantorTrust Indenture Act, enforceable against the Company and the Guarantor in accordance with its terms, and has been will be duly qualified under the Trust Indenture Act; the Notes and Guarantee Securities have been duly authorized by the Company and the Guarantors and, when the Notes and the Guarantee Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered and such Notes Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture, Indenture and such Securities will constitute valid and legally binding obligations of the Company or the and each Guarantor, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, authorized and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes and the Guarantee Offered Securities are delivered and paid for pursuant to this Agreement on the each Closing Date, the Indenture will have been duly executed and delivered by the Company, such Notes Offered Securities, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executedCompany, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Base Indenture has been duly authorized, executed and delivered authorized by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes Sixth Supplemental Indenture has been duly executed and delivered by the Company and the Guarantee are Trustee and the Offered Securities have been issued and authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement on the Closing DateDate (as defined below), the Indenture will have been duly executed and delivered by the Company, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information description of such Offered Securities in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor (assuming the due authorization, execution and constitutes delivery of the Indenture by the Trustee), is a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been qualified under the Trust Indenture Act; the Additional Notes and Guarantee have been duly authorized and, when the Additional Notes and the Guarantee are delivered and paid for pursuant to this Agreement on the Closing Date, such Additional Notes will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Additional Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Additional Notes and the Guarantee will conform in all material respects to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture, and such Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Base Indenture has been duly authorized, executed and delivered authorized by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes Fifth Supplemental Indenture has been duly executed and delivered by the Company and the Guarantee are Trustee and the Offered Securities have been issued and authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement on the Closing DateDate (as defined below), the Indenture will have been duly executed and delivered by the Company, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information description of such Offered Securities in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Execution and Delivery of Indenture. The Base Indenture has been duly authorized, executed and delivered authorized by each of the Company and the Guarantor and constitutes a valid and binding agreement of each of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, and has been duly qualified under the Trust Indenture Act; the Notes and Guarantee Offered Securities have been duly authorized and, when the Notes Eighth Supplemental Indenture has been duly executed and delivered by the Company and the Guarantee are Trustee and the Offered Securities have been issued and authenticated in accordance with the Indenture and delivered and paid for pursuant to this Agreement on the Closing DateDate (as defined below), the Indenture will have been duly executed and delivered by the Company, such Notes Offered Securities will have been duly executed, authenticated, issued and delivered by each of the Company and the Guarantor (assuming that the Notes have been authenticated in the manner provided for in the Indenture) and such Guarantee will have been duly executed, issued and delivered, and the Notes and the Guarantee will conform in all material respects to the information description of such Offered Securities in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture, Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company or the Guarantor, as the case may beCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.