Common use of AUTHORIZATION; ENFORCEABILITY; EXECUTION AND DELIVERY Clause in Contracts

AUTHORIZATION; ENFORCEABILITY; EXECUTION AND DELIVERY. (a) Guarantor has all necessary power and authority to execute, deliver and perform its obligations under this Agreement, the Initial Partnership Notes and each other Financing Document to which it is a party. (b) All action on the part of Guarantor that is required for the authorization, execution, delivery and performance of this Agreement, the Initial Partnership Notes and each other Financing Document to which Guarantor is a party has been duly and effectively taken; and the execution, delivery and performance of this Agreement, the Initial Partnership Notes and each such other Financing Document to which Guarantor is a party does not require the approval or consent of any holder or trustee of any Indebtedness or other material obligations of Guarantor which has not been obtained. (c) This Agreement, the Initial Partnership Notes and each other Financing Document to which Guarantor is a party have been duly authorized, executed and delivered by Guarantor. Each of this Agreement, the Initial Partnership Notes and each other Financing Document to which Guarantor is a party constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with the terms hereof and thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, and subject to general principles of equity.

AUTHORIZATION; ENFORCEABILITY; EXECUTION AND DELIVERY. (ai) The Guarantor has all necessary power and authority to execute, deliver and perform its obligations under this Agreement, the Initial Partnership Notes Guarantee and each any other Financing Transaction Document to which it the Guarantor is a party. (bii) All The Guarantor has taken all necessary and proper action on to authorize the part execution, delivery and performance by it of this Guarantee and any other Transaction Document to which the Guarantor that is required for the authorization, a party. The execution, delivery and performance of this Agreement, the Initial Partnership Notes Guarantee and each any other Financing Transaction Document to which Guarantor is a party has been duly and effectively taken; and the execution, delivery and performance of this Agreement, the Initial Partnership Notes and each such other Financing Document to which Guarantor is a party does not require the approval or consent of any holder or trustee of any Indebtedness or other material obligations of the Guarantor which has not been obtained. (ciii) This Agreement, the Initial Partnership Notes Guarantee and each any other Financing Transaction Document to which the Guarantor is a party have been duly authorized, executed and delivered by Guarantor. Each of this Agreement, the Initial Partnership Notes Guarantor and each other Financing Document to which Guarantor is a party constitutes a constitute legal, valid and binding obligation obligations of Guarantor the Guarantor, enforceable against the Guarantor in accordance with the terms hereof and thereof, except as the enforceability hereof or thereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generallygenerally and (B) general equitable principles, and subject to general principles regardless of equitywhether the issue of enforceability is considered in a proceeding in equity or at law.