Common use of Authorization, Enforceability, Etc Clause in Contracts

Authorization, Enforceability, Etc. (a) This Agreement, the Original Mortgage and the Supplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each of the Original Mortgage and the Supplemental Indenture will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Original Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Original Mortgage has been recorded and required by the Original Mortgage to be subjected to the lien of the Original Mortgage when acquired by the Company, subject only to Permitted Liens (as defined in the Original Mortgage) and as to property specifically described or referred to in Schedule A to the Original Mortgage, to the Liens (as defined in the Original Mortgage), charges and encumbrances, reservations, restrictions, conditions, limitations, covenants, interests and exceptions, if any, set forth and referred to in such Schedule A.