Common use of The Notes and the Guarantees Clause in Contracts

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantor, enforceable against such Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by each of the Issuer Issuers and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of each of the Issuer, Issuers enforceable against each of the Issuer Issuers in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes Guarantees have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Issuers and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Issuers enforceable against each of the Issuer Issuers in accordance with their terms, subject to the Enforceability Exceptions, ; and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, ; and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Exchangeable Notes and the Secured Notes have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture Indentures, as applicable, and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, terms subject to the Enforceability Exceptions, and will be entitled to the benefits of the IndentureIndentures, as applicable; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed the Exchangeable Notes and delivered by each Guarantor and when the Secured Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture relevant Indentures, as applicable, and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability ExceptionsException, and will be entitled to the benefits of the IndentureIndentures, as applicable.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each [the/each] Guarantor and, when executed and delivered by each [the/each] Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each [the/each] Guarantor, enforceable against such [the/such] Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits benefit of the Indenture; and the . The Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of each Guarantor, of the Guarantors enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits benefit of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer and, when When duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, the Notes will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, each Issuer enforceable against the each Issuer in accordance with their terms, subject to except as enforceability may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, each Guarantee will be a valid and legally binding obligations obligation of each the applicable Guarantor, enforceable against such Guarantor in accordance with their its terms, subject to except as enforceability may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Issuers and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Issuers enforceable against the Issuer Issuers in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors, and, when executed and delivered by each Guarantor and when the Notes Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, the Guarantees will be valid and legally binding obligations of each Guarantorof the Guarantors, in each case enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture Indentures and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the IndentureIndentures; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture Indentures and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the IndentureIndentures.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes to be issued and sold hereunder have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Initial Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Initial Indenture; and and, on the Spin-off Date, the Guarantees will have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have Supplemental Indenture has been duly executed, authenticated, issued and delivered as provided in the Initial Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes (including any PIK Notes) have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the IssuerCompany, enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Exchangeable Notes have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture Exchangeable Notes Indenture, and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, terms subject to the Enforceability Exceptions, and will be entitled to the benefits of the Exchangeable Notes Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Exchangeable Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture Exchangeable Notes Indenture, and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability ExceptionsException, and will be entitled to the benefits of the Exchangeable Notes Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture applicable Indentures, and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the IssuerCompany, enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the applicable Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the applicable Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the IndentureIndentures.

The Notes and the Guarantees. The Notes to be issued and sold by the Company hereunder have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be legal, valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and the Co-Obligor and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company and the Co-Obligor enforceable against the Issuer Company and the Co-Obligor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and and, as of the first Closing Date, the Guarantees will have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.. 4.8

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and the Co-Obligor and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company and the Co-Obligor enforceable against the Issuer Company and the Co-Obligor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by each of the Issuer Issuers and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of each of the Issuer, Issuers enforceable against each of the Issuer Issuers in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Indenture (including the Guarantees have included therein) has been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be a valid and legally binding obligations obligation of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, assuming due authorization of the Notes by the Trustee, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and the Co-Obligor and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company and the Co-Obligor enforceable against the Issuer Company and the Co-Obligor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and and, as of the first Closing Date, the Guarantees will have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Notes and the Guarantees. The Notes have been duly authorized by the Issuer Company and, when duly executed, authenticated, issued and delivered as provided in accordance with the provisions of the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, Company enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each Guarantor of the Guarantors and, when executed and delivered by each Guarantor and when the Notes have been duly executed, authenticated, issued and delivered by the Company as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each Guarantorof the Guarantors, enforceable against such Guarantor each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.