Common use of Affiliated Company Loan Documents Clause in Contracts

Affiliated Company Loan Documents. (a) Each party to each Affiliated Company Loan Document has full power to enter into, execute, deliver and carry out such Affiliated Company Loan Document, to incur the Indebtedness and the obligations contemplated by such Affiliated Company Loan Document and to perform its obligations under such Affiliated Company Loan Document, and all such actions have been duly authorized by all necessary proceedings on its part; (b) Each Affiliated Company Loan Document has been duly and validly authorized, executed and delivered by each party thereto. Each Affiliated Company Loan Document constitutes legal, valid and binding obligations of each party thereto, enforceable against such party in accordance with its terms, except to the extent that enforceability of any of such Affiliated Company Loan Document may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance; (c) Neither the execution and delivery of any Affiliated Company Loan Document nor the consummation of the transactions therein contemplated or compliance with the terms and provisions thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any party to any Affiliated Company Loan Document, (ii) any Law, instrument, order, writ, judgment, injunction or decree to which any party to such Affiliated Company Loan Document is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any party to any Affiliated Company Loan Document (other than Liens granted under the Affiliated Company Loan Documents) and (iii) the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any material property or assets of any party to any Affiliated Company Loan Document (other than Liens created under the Affiliated Company Loan Documents and Liens permitted thereunder) pursuant to the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other instrument to which any party to an Affiliated Company Loan Document is a party or by which it or any of its property or assets is bound; and (d) The Liens and security interests granted to the ALF Lender for the benefit of the secured parties under the Affiliated Company Loan Documents constitute and will continue to constitute first-priority security interests, subject to Liens permitted under the Affiliated Company Loan Documents; provided that no representation is made as to the collateral agent under the Affiliated Company Loan Documents.

Affiliated Company Loan Documents. (a) Each party to each Affiliated Company Loan Document has full power to enter into, execute, deliver and carry out such Affiliated Company Loan Document, to incur the Indebtedness and the obligations contemplated by such Affiliated Company Loan Document and to perform its obligations under such Affiliated Company Loan Document, and all such actions have been duly authorized by all necessary proceedings on its part; (b) Each Affiliated Company Loan Document has been duly and validly authorized, executed and delivered by each party thereto. Each Affiliated Company Loan Document constitutes legal, valid and binding obligations of each party thereto, enforceable against such party in accordance with its terms, except to the extent that enforceability of any of such Affiliated Company Loan Document may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance; (c) Neither the execution and delivery of any Affiliated Company Loan Document nor the consummation of the transactions therein contemplated or compliance with the terms and provisions thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any party to any Affiliated Company Loan Document, (ii) any Law, instrument, order, writ, judgment, injunction or decree to which any party to such Affiliated Company Loan Document is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any party to any Affiliated Company Loan Document (other than Liens granted under the Affiliated Company Loan Documents) and (iii) the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any material property or assets of any party to any Affiliated Company Loan Document (other than Liens created under the Affiliated Company Loan Documents and Liens permitted thereunder) pursuant to the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other instrument to which any party to an Affiliated Company Loan Document is a party or by which it or any of its property or assets is bound; and (d) The Liens and security interests granted to the ALF Lender XXX Xxxxxx for the benefit of the secured parties under the Affiliated Company Loan Documents constitute and will continue to constitute first-priority security interests, subject to Liens permitted under the Affiliated Company Loan Documents; provided that no representation is made as to the collateral agent under the Affiliated Company Loan Documents.