Common use of Authority and Validity of Obligations Clause in Contracts

Authority and Validity of Obligations. The Borrower has full power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary has full power and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the Borrower, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary have been duly authorized, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, or decree binding upon the Borrower or any Subsidiary or any provision of the charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement, or any similar organization agreement of the Borrower or any Subsidiary, (b) contravene or constitute a default under any covenant, indenture, or agreement of or affecting the Borrower or any Subsidiary or any of its Property, in each case where such contravention or default is reasonably likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. The Borrower (a) Xxxxxxxx has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the BorrowerXxxxxxxx, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. (b) Each Subsidiary Loan Party has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the BorrowerObligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. (c) The Loan Documents delivered by Xxxxxxxx and the Borrower and by each Subsidiary Loan Parties have been duly authorized, executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person Borrower and the Guarantors enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' ’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this . (d) This Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary other Loan Party of any of the matters and things herein or therein provided for, (ai) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Subsidiary or any provision of the charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement, or any similar organization agreement of the Borrower or any Subsidiaryother Loan Party, (bii) contravene or constitute a default under any provision of the Organizational Documents of Borrower or any other Loan Party, (iii) conflict with, contravene or constitute a default under any material covenant, indenture, indenture or agreement of or affecting the Borrower or any Subsidiary other Loan Party or any of its their Property, in each case where such contravention or default is reasonably likely to have a Material Adverse Effect, or (civ) result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofDocuments.

Authority and Validity of Obligations. The Borrower has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent for the benefit of the Lenders the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the BorrowerObligations, to grant to the Administrative Agent for the benefit of the Lenders the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary its Subsidiaries have been duly authorized, executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person Borrower and its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws Laws affecting creditors' ’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporationincorporation and bylaws, by-laws, certificate or articles of association, association and operating agreement, partnership agreement, or any other similar organization agreement organizational documents) of the Borrower or any Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, indenture, material indenture or agreement of or affecting the Borrower or any Subsidiary or any of its their Property, in each case where such contravention or default is reasonably likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofDocuments.

Authority and Validity of Obligations. The Borrower has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary Guarantor has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the BorrowerObligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary Guarantors have been duly authorized, executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person the Borrower and Guarantors enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' ’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Subsidiary Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, incorporation and by-laws, certificate or articles of association, association and operating agreement, partnership agreement, or any other similar organization agreement organizational documents) of the Borrower or any SubsidiaryGuarantor, (b) contravene or constitute a default under any covenant, indenture, indenture or agreement of or affecting the Parent, the Borrower or any Subsidiary or any of its their Property, in each case where such contravention or default is default, individually or in the aggregate, could reasonably likely be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofDocuments.

Authority and Validity of Obligations. The Borrower has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the BorrowerObligations, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonHedging Liability, and Funds Transfer and Deposit Account Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary its Subsidiaries have been duly authorized, executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person Borrower and its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' ’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporationincorporation and bylaws, by-laws, certificate or articles of association, association and operating agreement, partnership agreement, or any other similar organization agreement organizational documents) of the Borrower or any Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, indenture, material indenture or agreement of or affecting the Borrower or any Subsidiary or any of its their Property, in each case where such contravention or default is reasonably likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofSubsidiary.

Authority and Validity of Obligations. The Borrower has full power the requisite right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to Collateral Agent on behalf of the Administrative Agent Lenders the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary has full power the requisite right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the BorrowerObligations, to grant to Collateral Agent on behalf of the Administrative Agent Lenders the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary its Subsidiaries have been duly authorized, executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person Borrower and its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' ’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporationincorporation and bylaws, by-laws, certificate or articles of association, association and operating agreement, partnership agreement, or any other similar organization agreement organizational documents) of the Borrower or any Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, indenture, material indenture or agreement of or affecting the Borrower or any Subsidiary or any of its their Property, in each case where such contravention or default is reasonably likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary other than the Liens granted in favor of Collateral Agent on behalf of the Administrative Agent Lenders pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofDocuments.

Authority and Validity of Obligations. The Borrower has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the BorrowerObligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary have been duly authorized, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' ’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Subsidiary or any provision of the organizational documents (e.g., charter, articles of incorporation, incorporation or by-laws, articles of association, association or operating agreement, partnership agreement, agreement or any other similar organization agreement document) of the Borrower or any Subsidiary, (b) contravene or constitute a default under any covenant, indenture, indenture or agreement of or affecting the Borrower or any Subsidiary or any of its Property, in each case where such contravention or default is default, individually or in the aggregate, could reasonably likely be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofDocuments.

Authority and Validity of Obligations. The Borrower has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary Guarantor has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the BorrowerObligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary Guarantor have been duly authorized, executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person the Borrower and each Guarantor enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' ’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Subsidiary Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, incorporation and by-laws, certificate or articles of association, association and operating agreement, partnership agreement, or any other similar organization agreement organizational documents) of the Borrower or any SubsidiaryGuarantor, (b) contravene or constitute a default under any covenant, indenture, indenture or agreement of or affecting the Borrower or any Subsidiary Guarantor or any of its their Property, in each case where such contravention or default is default, individually or in the aggregate, could reasonably likely be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary Guarantor other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofDocuments.

Authority and Validity of Obligations. The Borrower has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, Borrower and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary Guarantor has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the BorrowerObligations, Hedging Liability, and Bank Product Obligations, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, Person (if applicable) and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary Guarantor have been duly authorized, executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person the Borrower and each Guarantor enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' ’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Subsidiary Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, incorporation and by-laws, certificate or articles of association, association and operating agreement, partnership agreement, or any other similar organization agreement organizational documents) of the Borrower or any SubsidiaryGuarantor, (b) contravene or constitute a default under any covenant, indenture, indenture or agreement of or affecting the Borrower or any Subsidiary Guarantor or any of its their Property, in each case where such contravention or default is default, individually or in the aggregate, would reasonably likely be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary Guarantor (other than the Liens granted in favor of the Administrative Agent pursuant to for its benefit and/or the Collateral Documents benefit of the Lenders and other Liens permitted by Section 8.8 hereofthe L/C Issuer).

Authority and Validity of Obligations. The Borrower has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the BorrowerObligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary have been duly authorized, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, incorporation and by-laws, certificate or articles of association, association and operating agreement, partnership agreement, or any other similar organization agreement organizational documents) of the Borrower or any Subsidiary, (b) contravene or constitute a default under any covenant, indenture, indenture or agreement of or affecting the Borrower or any Subsidiary or any of its Property, in each case where such contravention or default is default, individually or in the aggregate, could reasonably likely be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofDocuments.

Authority and Validity of Obligations. The Borrower has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Significant Subsidiary has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the Borrowerand Hedging Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Significant Subsidiary have been duly authorized, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' ’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Significant Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Significant Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, incorporation and by-laws, certificate or articles of association, association and operating agreement, partnership agreement, or any other similar organization agreement organizational documents) of the Borrower or any SubsidiarySignificant Subsidiary in any material respect, (b) contravene or constitute a default under any covenant, indenture, indenture or agreement of or affecting the Borrower or any Significant Subsidiary or any of its Property, in each case where such contravention or default is default, individually or in the aggregate, may reasonably likely be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Significant Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofDocuments.

Authority and Validity of Obligations. The Borrower has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary Guarantor has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the Borrowerand Hedging Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary the Guarantors have been duly authorized, executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person the Borrower and the Guarantors enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Borrower or any Subsidiary Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, incorporation and by-laws, certificate or articles of association, association and operating agreement, partnership agreement, or any other similar organization agreement organizational documents) of the Borrower or any SubsidiaryGuarantor except for any contravention or default that could not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect, (b) contravene or constitute a default under any covenant, indenture, indenture or agreement of or affecting the Borrower or any Subsidiary Guarantor or any of its their Property, in each case where such contravention or default is default, individually or in the aggregate, could reasonably likely be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien (except for Liens created by the Loan Documents and Permitted Liens) on any Property of the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofGuarantor.

Authority and Validity of Obligations. The Borrower has full power right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary of the Parent and the Domestic Subsidiaries has full power right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations of the BorrowerObligations, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by to which the Parent, the Borrower and by each or any other Subsidiary is a party have been duly authorized, executed, executed and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors' ’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Parent, the Borrower or any other Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a material default in any material respect under any provision of law or any judgment, injunction, order, order or decree binding upon the Parent, the Borrower or any other Subsidiary or any provision of the charter, articles or certificate of incorporation, incorporation or by-laws, articles of association, association or operating agreement, partnership agreement, or any similar organization agreement other constituent document of the Parent, the Borrower or any other Subsidiary, (b) contravene or constitute a default under any covenant, indenture, indenture or agreement of or affecting the Parent, the Borrower or any other Subsidiary or any of its their Property, in each case where such contravention or default is default, individually or in the aggregate, could reasonably likely be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any other Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and other Liens permitted by Section 8.8 hereofDocuments.