Common use of Execution and Delivery of Indenture Clause in Contracts

Execution and Delivery of Indenture. The Indenture (including each Guarantee) has been duly authorized and has been duly qualified under the Trust Indenture Act by the Company and each Guarantor and constitutes a valid and legally binding obligation of the Company and the Guarantors, in each case enforceable against the Company and the Guarantors in accordance with 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 principles; the Offered Securities and the Guarantees have been duly authorized by the Company and each Guarantor, respectively; and, when the 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 Offered Securities will have been duly executed, issued and delivered by the Company and when duly authenticated by the Trustee in accordance with the Indenture, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and such Offered Securities and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, in each case enforceable against the Company and the Guarantors 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 and entitled to the benefits and security provided by the Indenture.

Execution and Delivery of Indenture. The Indenture (including each Guarantee) has been duly authorized and has been duly qualified under the Trust Indenture Act by the Company and each Guarantor and constitutes a valid and legally binding obligation of the Company and the Guarantors, in each case enforceable against the Company and the Guarantors in accordance with 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 principles; the Offered Securities and the Guarantees have been duly authorized by the Company and each Guarantor, respectively; and, when the 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 Offered Securities will have been duly executed, issued and delivered by the Company and when duly authenticated by the Trustee in accordance with the Indenture, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and such Offered Securities and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, in each case enforceable against the Company and the Guarantors 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 and entitled to the benefits and security provided by the Indenture.

Execution and Delivery of Indenture. The Indenture (including each Guarantee) has been duly authorized by the Company and each Guarantor and has been duly qualified under the Trust Indenture Act and when the Offered Securities are delivered and paid for on the Closing Date pursuant to this Agreement, the Indenture will have been duly executed and delivered by the Company and each Guarantor and constitutes will constitute a valid and legally binding obligation of the Company and the Guarantors, in each case enforceable against the Company and the Guarantors in accordance with 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 principles. The Guarantees have been duly authorized by the Guarantors; the Offered Securities and the Guarantees have been duly authorized by the Company and each Guarantor, respectively; and, when the 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 Offered Securities will have been duly executed, authenticated and issued and delivered (assuming the Offered Securities have been authenticated in the manner provided in the Indenture by the Company and when duly authenticated by Trustee) on the Trustee Closing Date in accordance with the provisions of the Indenture; and, will conform when delivered and paid for on the Closing Date pursuant to this Agreement, the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and such Offered Securities and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, in each case enforceable against the Company and the Guarantors 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 and entitled principles. The Offered Securities will conform to the benefits description of such Offered Securities in the General Disclosure Package and security provided by to the Indenturedescription of such Offered Securities contained in the Final Prospectus.

Execution and Delivery of Indenture. The Company and each Subsidiary Guarantor have full power and authority to authorize, issue and deliver the Offered Securities as contemplated by this Agreement; the Indenture (including each Guarantee) has been duly authorized by the Company and each Subsidiary Guarantor, has been duly qualified under the Trust Indenture Act by and conforms with the Company and each Guarantor and constitutes a valid and legally binding obligation requirements of the Company Trust Indenture Act and the Guarantors, in each case enforceable against the Company rules and the Guarantors in accordance with 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 principlesregulations thereunder; the Offered Securities and the Guarantees have been duly authorized by the Company and each Guarantor, respectively; and, when the Offered Securities are delivered and paid for pursuant to this Agreement and executed and authenticated by the Trustee in accordance with the provisions of the Indenture, on the Closing Date, the Indenture will have been duly executed and delivered by and will conform in all material respects to the Company description thereof in the Registration Statement and each Guarantorthe General Disclosure Package, such Offered Securities will have been duly authorized, validly executed, authenticated, issued and delivered by the Company and when duly authenticated by the Trustee in accordance with the Indenturedelivered, 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 and such Offered Securities and the Guarantees will constitute valid and legally binding obligations of the Company and each Subsidiary Guarantor (with respect to the GuarantorsIndenture), as applicable, in each case enforceable against the Company and the Guarantors 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 rights, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), by public policy, by applicable law relating to indemnification and to general equity principles contribution and entitled to the benefits by an implied covenant of good faith and security provided by the Indenturefair dealing.

Execution and Delivery of Indenture. The (i) Each of the Base Indenture (including each Guarantee) and the First Supplemental Indenture has been duly authorized and has been duly qualified under the Trust Indenture Act by the Company and each Guarantor and constitutes a valid and legally binding obligation of the Company and the Guarantors, in each case enforceable against the Company and the Guarantors in accordance with 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 principles; principles and (ii) the Offered Securities and the Guarantees have Second Supplemental Indenture (including each Guarantee) has been duly authorized by the Company and each Guarantor, respectively; and, Guarantor and when the Offered Securities are delivered and paid for on the Closing Date pursuant to this Agreement on the Closing DateAgreement, the Second Supplemental Indenture will have been duly executed and delivered by the Company and each GuarantorGuarantor and will constitute a valid and legally binding obligation of the Company and the Guarantors, such in each case enforceable against the Company and the Guarantors in accordance with 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 principles, and the Indenture will have been duly qualified under the Trust Indenture Act. The Guarantees have been duly authorized by the Guarantors; the Offered Securities have been duly authorized by the Company and will have been duly executed, authenticated and issued and delivered (assuming the Offered Securities have been authenticated in the manner provided in the Indenture by the Company and when duly authenticated by Trustee) on the Trustee Closing Date in accordance with the provisions of the Indenture; and, will conform when delivered and paid for on the Closing Date pursuant to this Agreement, the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and such Offered Securities and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, in each case enforceable against the Company and the Guarantors 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 and entitled principles. The Offered Securities will conform to the benefits description of such Offered Securities in the General Disclosure Package and security provided by to the Indenturedescription of such Offered Securities contained in the Final Prospectus.