Common use of Power and Authorization; Enforceable Obligations Clause in Contracts

Power and Authorization; Enforceable Obligations. The Borrower has full corporate power and corporate authority to own and operate the Project, to conduct its business as now conducted and as proposed to be conducted by it, to execute, deliver and perform this Agreement, the Notes and the other Project Documents to which it is or is to become a party, to take all action as may be necessary to complete the transactions contemplated hereunder and thereunder, to grant the liens and security interests provided for in the Security Documents to which it is a party and to borrow hereunder. The Borrower has taken all necessary corporate and legal action to authorize the borrowings hereunder on the terms and conditions of this Agreement, the Notes and the other Project Documents to which it is a party, to grant the liens and security interests provided for in the Security Documents to which it is a party and to authorize the execution, delivery and performance of this Agreement, the Notes and the other Project Documents to which it is a party. No consent or authorization of, filing with, or other act by or in respect of any other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance by the Borrower or the validity or enforceability as to the Borrower of this Agreement, the Notes and the other Project Documents except the Governmental Approvals and other consents and approvals referred to in Section 8.05. Each of this Agreement and the other Project Documents to which the Borrower is a party has been duly executed and delivered by the Borrower and constitutes, and each of the Notes and the other Project Documents to which the Borrower is to become a party will upon execution and delivery thereof by the Borrower and the other parties thereto (if any) constitute, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether enforcement thereof is sought in a proceeding at law or in equity). Except as otherwise disclosed in writing to the Agent by the Borrower prior to the Restatement Effective Date, none of the Project Documents to which the Borrower is a party has been amended or modified except in accordance with Section 11.06, and all such Project Documents are in full force and effect.

Power and Authorization; Enforceable Obligations. The Borrower TECO has full corporate power ------------------------------------------------ and corporate authority to own and operate the Project, to conduct its business as now conducted and as proposed to be conducted by it, legal right to execute, deliver and perform this Agreement, the Notes Undertaking and the each other Project Documents document to which it is or is to become a party, party to complete the transactions contemplated hereby and to take all action as may be necessary to complete the transactions contemplated hereunder and thereunder, to grant the liens and security interests provided for in the Security Documents to which it is a party and to borrow hereunder. The Borrower TECO has taken all necessary corporate and legal action to authorize the borrowings hereunder on the terms and conditions of this Agreement, the Notes and the other Project Documents to which it is a party, to grant the liens and security interests provided for in the Security Documents to which it is a party and to authorize the execution, delivery and performance of this Agreement, the Notes Undertaking and the each other Project Documents document to which it is or is to become a partyparty to complete the transactions contemplated hereby. No consent or authorization of, filing with, or other act by or in respect of any other Person or Governmental Authority is required in connection with the borrowings hereunder or with the execution, delivery or performance by the Borrower TECO, or the validity or enforceability as to the Borrower TECO, of this Agreement, the Notes Undertaking and the each other Project Documents except the Governmental Approvals and other consents and approvals referred to in Section 8.05. Each of this Agreement and the other Project Documents document to which it is or is to become a party to complete the Borrower transactions contemplated hereby, except such consents or authorizations or filings or other acts as have already been obtained or where the failure to obtain such consent or authorization could not reasonably be expected to have a TECO Material Adverse Effect. This Undertaking and each other document to which TECO is a party has relating to Exhibit 10.32 the completion of the transactions contemplated hereby have been duly executed and delivered by the Borrower TECO and constitutesconstitute, and each of the Notes and the other Project Documents such document to which the Borrower it is to become a party relating to the completion of the transactions contemplated hereby will upon execution and delivery thereof by the Borrower TECO and the other parties thereto (if any) constitute, a legal, valid and binding obligation of the Borrower TECO enforceable against the Borrower it in accordance with its terms, terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights right of creditors generally and by general principles of equity (regardless of whether enforcement thereof is sought in a proceeding at law or in equity). Except as otherwise disclosed in writing to the Agent by the Borrower prior to the Restatement Effective Date, none of the Project Documents to which the Borrower is a party has been amended or modified except in accordance with Section 11.06, and all such Project Documents are in full force and effect.

Power and Authorization; Enforceable Obligations. (a) The Borrower Partnership has full corporate power and corporate authority and the legal right (subject to the receipt of the approvals referred to in section 5.5) to construct, own and operate the Project, to conduct its business as now conducted and as proposed to be conducted by it, to execute, deliver and perform this Agreement, the Notes Notes, and the other Project Basic Documents to which it is or is to become a party, to take all action as may be necessary to complete the transactions contemplated hereunder and thereunder, to grant the liens and security interests provided for in the Collateral Security Documents to which it is a party and to borrow hereunder. The Borrower Partnership has taken all necessary corporate partnership and legal action to authorize the borrowings hereunder on the terms and conditions of this Agreement, the Notes and the other Project Basic Documents to which it is a party, to grant the liens and security interests provided for in the Collateral Security Documents to which it is a party and to authorize the execution, delivery and performance of this Agreement, the Notes Notes, and the other Project Basic Documents to which it is a party or is to become a party. No consent or authorization of, filing with, or other act by or in respect of any other Person Person, that has not been made, obtained or complied with, is required in connection with the borrowings hereunder or with the execution, delivery or performance by the Borrower Partnership or the validity or enforceability as to the Borrower Partnership of this Agreement, the Notes and Notes, or the other Project Basic Documents except the Governmental Approvals referred to in Section 5.5 and other consents and approvals referred to in Section 8.05Schedule 3. Each of this Agreement and the other Project Basic Documents to which the Borrower Partnership is a party has been duly executed and delivered by the Borrower Partnership and, assuming the due authorization and delivery hereof and thereof by the other parties hereto and thereto, constitutes, and each of the Notes and the other Project Basic Documents to which the Borrower Partnership is to become a party will upon execution and delivery thereof by the Borrower and Partnership and, assuming due authorization thereof, by the other parties thereto (if any) constitute, a legal, valid and binding obligation of the Borrower Partnership enforceable against the Borrower Partnership in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement thereof is sought in a proceeding at law or in equity). Except as otherwise disclosed in writing to the Agent by the Borrower prior to the Restatement Effective Date, none None of the Project Documents Contracts to which the Borrower Partnership is a party has been amended or modified since the Construction Loan Closing Date, except in accordance with Section 11.068.6, and all such Project Documents Contracts are in full force and effect.

Power and Authorization; Enforceable Obligations. (a) The Borrower has full corporate power and corporate authority and the lesal risht to construct, own and operate its properties (including, without limitation, the Project), to conduct its business as now conducted and as proposed to be conducted by itit and to take all action as may be necessary to complete the transactions contemplated hereunder and under the Basic Documents. The Borrower has full power and authority and the legal right, to execute, deliver and perform this Agreement, the Notes and the other Project Basic Documents to which it is or is to become a party, to take all action as may be necessary to complete the transactions contemplated hereunder and thereunder, to grant the liens and security interests provided for in the Collateral Security Documents to which it is a party party, to borrow hereunder and to borrow have Letters of Credit issued for its account hereunder. The Borrower has taken all necessary corporate partnership and legal action to authorize the borrowings hereunder and the issuance of the Letters of Credit on the terms and conditions of this Agreement, the Notes and the other Project Basic Documents to which it is a party, to grant the liens and security interests provided for in the Collateral Security Documents to which it is a party and to authorize the execution, delivery and performance of this Agreement, the Notes and the other Project Basic Documents to which it is a party. No Governmental Approval, consent or authorization of, filing with, or other act by or in respect of any other Person is required in connection with the borrowings hereunder hereunder, the 44 issuance of the Letters of Credit or with the execution, delivery or performance by the Borrower or the validity or enforceability as to the Borrower of this Agreement, the Notes and or the other Project Basic Documents except the Governmental Approvals and other consents and approvals referred set forth on Schedule 2, all of which have been obtained and are in full force and effect and not subject to appeal or judicial or governmental review, and Schedule 5, none of which are obtainable prior to the Term Loan Conversion Date, but all of which are obtainable in Section 8.05the ordinary course of the Borrower's business as and when required. Each of this Agreement Agreement, the Notes and the other Project Basic Documents to which the Borrower is a party has been duly executed and delivered by the Borrower and constitutes, and each of the Notes and the other Project Basic Documents to which the Borrower is to become a party will will, upon execution and delivery thereof by the Borrower and the other parties thereto (if any) ), constitute, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether enforcement thereof is sought in a proceeding at law or in equity). Except as otherwise disclosed in writing to the Agent by Agents and the Borrower prior to the Restatement Effective DateXxxxxxx, none of the Project Basic Documents to which the Borrower is a party has been amended or modified except in accordance with Section 11.06subsection 8.6, and all such Project Basic Documents are in full force and effect.