Common use of Validity of Guarantees Clause in Contracts

Validity of Guarantees. Each of the Parent and the Subsidiary Guarantors has all requisite corporate power and authority to execute, deliver and perform each of its obligations under the Guarantees. The Guarantees to be endorsed on each of the Notes and the Exchange Notes have been duly and validly authorized by each of the Parent and the Subsidiary Guarantors and, when the Notes and the Exchange Notes are executed by the Issuer and authenticated by the Trustee in accordance with the provisions of the Indenture and, in the case of the Notes, delivered to and paid for by the Purchaser in accordance with the terms of this Agreement, will constitute a valid and legally binding obligation of each of the Parent and the Subsidiary Guarantors, entitled to the benefits of the Indenture and enforceable against the Parent and each Subsidiary Guarantor in accordance with their terms, except to the extent the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.