Common use of Authorization; Execution; Enforceability Clause in Contracts

Authorization; Execution; Enforceability. The execution, ---------------------------------------- delivery and performance by the Owner Participant of this Agreement and each other Operative Document to which it is a party and of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Owner Participant and do not and will not require the consent or approval of any shareholder of the Owner Participant which has not been obtained. This Agreement and each other Operative Document to which the Owner Participant is a party have been duly authorized, executed and delivered by the Owner Participant and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Any direction given by the Owner Participant to the Owner Trust pursuant to the Trust Agreement will have been duly authorized.

Authorization; Execution; Enforceability. The execution, ---------------------------------------- delivery and performance by the Owner Participant of this Agreement and each other Operative Document to which it is a party and of the transactions contemplated hereby and thereby have been been, or on the Closing Date will be, duly authorized by all necessary corporate action on the part of the Owner Participant and do not and will not require the consent or approval of any shareholder of the Owner Participant which has not been obtainedParticipant. This Agreement and each other Operative Document to which the Owner Participant is a party have been duly authorized, executed and delivered by the Owner Participant and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Any direction given by the Owner Participant to the Owner Trust Grantor Trustee on the Closing Date pursuant to the Trust Agreement will have been duly authorized.

Authorization; Execution; Enforceability. The execution, ---------------------------------------- delivery and performance by the Owner Participant of this Participation Agreement and each other Operative Document to which it is a party and of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Owner Participant and do not and will not require the consent or approval of any shareholder of the Owner Participant which has not been obtainedParticipant. This Each of this Participation Agreement and each other Operative Document to which the Owner Participant is a party have Trust Agreement has been duly authorized, executed and delivered by the Owner Participant and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are as the case may be, constitutes, and each other Operative Document to which the Owner Participant is a party will, when executed and delivered by the Owner Participant, be duly executed and delivered by the Owner Participant and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute, a legal, valid and binding obligations obligation of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability avail- ability of certain remedies. Any direction given by the Owner Participant to the Owner Trust Trustee on the Closing Date pursuant to the Trust Agreement will have been duly authorized.