Common use of Authorization and Validity of the Securities Clause in Contracts

Authorization and Validity of the Securities. The Company has all of the requisite corporate power and authority to execute, issue and deliver the Securities and to incur and perform its obligations provided for therein; the Securities have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of this Agreement, the Indenture and the Second Supplemental Indenture and delivered to and paid for by the Underwriters as provided for in this Agreement, will have been duly executed, authenticated (assuming due authentication by the Trustee), issued and delivered and will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and the Second Supplemental Indenture and enforceable against the Company in accordance with their terms; and the Securities conform in all material respects to the description thereof contained in the Prospectus.

Authorization and Validity of the Securities. The Company has all of the requisite corporate power and authority to execute, issue and deliver the Securities and to incur and perform its obligations provided for therein; the Securities have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of this Agreement, the Indenture and the Second Supplemental Indenture and delivered to and paid for by the Underwriters as provided for in this Agreement, will have been duly executed, authenticated (assuming due authentication by the Trustee), issued and delivered and will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and the Second Supplemental Indenture and enforceable against the Company in accordance with their terms; and the Securities conform in all material respects to the description thereof contained in the Prospectus.