Common use of Authorization of the Notes and the Guarantees Clause in Contracts

Authorization of the Notes and the Guarantees. The Notes have been duly authorized and, when executed, authenticated, issued and delivered pursuant to this Agreement and the Indenture, will constitute valid and binding obligations of the Operating Company, enforceable against the Operating Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles, and will be in the form contemplated by, and entitled to the benefits of, the Indenture. Each of the Guarantees has been duly authorized and, when the Notes are executed, authenticated, issued and delivered pursuant to this Agreement and the Indenture, will constitute a valid and binding obligation of each of the Guarantors, enforceable against each of the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.