Common use of Authority and Validity of Obligations Clause in Contracts

Authority and Validity of Obligations. (a) The Borrower has the corporate and other organizational authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. (b) The Loan Documents delivered by the Borrower have been duly authorized, executed, and delivered by such Person and constitute valid and binding obligations of the Borrower enforceable against it in accordance with their terms, except as 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). (c) This Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower of any of the matters and things herein or therein provided for, (i) contravene or constitute a default under any provision of law, except to the extent such contravention or default would not reasonably be expected to have a Material Adverse Effect, (ii) contravene any judgment, injunction, order or decree binding upon the Borrower, except to the extent such contravention would not reasonably be expected to have a Material Adverse Effect, (iii) contravene any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, bylaws, certificate or articles of association, operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or (iv) contravene or constitute a default under any indenture or other agreement for Material Indebtedness of the Borrower, except in each case of this clause (iv) to the extent such contravention or default would not reasonably be expected to have a Material Adverse Effect. .

Authority and Validity of Obligations. (a) The Each Borrower has the corporate and other organizational authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. (b) The Loan Documents delivered by the Borrower each Loan Party have been duly authorized, executed, and delivered by such Person Loan Party and constitute valid and binding obligations of the Borrower such Loan Party enforceable against it in accordance with their terms, except as 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). (c) This Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower any Loan Party of any of the matters and things herein or therein provided for, (i) contravene or constitute a default under any provision of law, except to the extent such contravention or default would not reasonably be expected to have a Material Adverse Effect, (ii) contravene any judgment, injunction, order or decree binding upon the Borrowerany Loan Party, except to the extent such contravention would not reasonably be expected to have a Material Adverse Effect, (iii) contravene any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, bylaws, certificate or articles of association, operating agreement, partnership agreement, or other similar organizational documents) of the Borrower any Loan Party or (iv) contravene or constitute a default under any indenture or other agreement for Material Indebtedness of the Borrowerany Loan Party, except in each case of this clause (iv) to the extent such contravention or default would not reasonably be expected to have a Material Adverse Effect. Effect .

Authority and Validity of Obligations. (a) The Borrower has the corporate organizational right and other organizational authority to enter into this Agreement and the other Loan Documents executed by itto which it is a party, to make the Borrowings borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Administrative Agent the Liens described herein, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. (b) to which it is a party. The other Loan Parties have the organizational right and authority to enter into this Agreement and the other Loan Documents to which they are a party, to guaranty the Obligations, and to perform all of their obligations hereunder and under the other Loan Documents to which they are a party. The Loan Documents delivered by the Borrower Loan Parties have been duly authorized, executed, and delivered by such Person Persons and constitute valid and binding obligations of the Borrower Loan Parties enforceable against it them in accordance with their terms, 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). (c) This ; and none of the execution, delivery or performance of this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower of any of the matters and things herein or therein provided for, will (ia) contravene or constitute a default under (i) any provision of law, except to the extent such contravention law or default would not reasonably be expected to have a Material Adverse Effect, (ii) contravene any judgment, injunction, order or decree binding upon the Borrower, except to the extent such contravention would not reasonably be expected to have a Material Adverse EffectLoan Parties, (iiiii) contravene any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, bylaws, certificate or articles of association, operating agreement, partnership agreement, or other similar organizational documents) of the Borrower Loan Parties’ Organizational Documents or (iviii) contravene or constitute a default under any covenant, indenture or other agreement for Material Indebtedness of or affecting any Loan Party or any of its Property, except, in the Borrowercases of clauses (a)(i) and (a)(iii) above, except in each case of this clause (iv) to the extent where such contravention or default would not reasonably be expected to have result in a Material Adverse Effect. Effect or (b) result in the creation or imposition of any Lien on any Property of the Loan Parties other than Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. (a) The Borrower has the corporate full right and other organizational authority to enter into this Agreement and the other Loan Documents executed by itto which it is a party, to make grant to Lender the Borrowings herein provided forLiens described in the Collateral Documents to which it is a party, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. (b) to which it is a party. The Loan Documents delivered by the Borrower have been duly authorized, executed, and delivered by such Person Borrower and constitute valid and binding obligations of the Borrower enforceable against it Borrower 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). (c) This ; and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower of any of the matters and things herein or therein provided for, (ia) contravene violate or constitute a default under any provision of lawlaw or any judgment, except to injunction, order or decree binding upon Borrower or any organizational documents of Borrower, (b) violate or constitute a default under any covenant, indenture or agreement of or affecting Borrower, in each case where such violation or default, individually or in the extent such contravention or default would not aggregate, could reasonably be expected to have a Material Adverse Effect, or (iic) contravene result in the creation or imposition of any judgment, injunction, order or decree binding Lien upon the Borrower, except Collateral other than the Liens granted in favor of Lender pursuant to the extent such contravention would not reasonably be expected to have a Material Adverse Effect, (iii) contravene any provision of the organizational documents (e.g., charter, certificate Collateral Documents or articles of incorporation, bylaws, certificate or articles of association, operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or (iv) contravene or constitute a default under any indenture or other agreement for Material Indebtedness of the Borrower, except in each case of this clause (iv) to the extent such contravention or default would not reasonably be expected to have a Material Adverse Effect. Permitted Liens.

Authority and Validity of Obligations. (a) The Borrower has the corporate organizational power and other organizational authority to enter into this Agreement and the other Loan Documents executed by itto which it is a party, to make the Borrowings borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Administrative Agent the Liens described herein, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. (b) to which it is a party. The Loan Parties have the organizational power and authority to enter into this Agreement and the other Loan Documents to which they are a party, to guaranty the Secured Obligations, and to perform all of their obligations hereunder and under the other Loan Documents to which they are a party. The Loan Documents delivered by the Borrower Loan Parties have been duly authorized, executed, and delivered by such Person Persons and constitute valid and binding obligations of the Borrower Loan Parties enforceable against it them in accordance with their terms, 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). (c) This ; and none of the execution, delivery or performance of this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower of any of the matters and things herein or therein provided for, will (ia) contravene or constitute a default under (i) any provision of law, except to the extent such contravention law or default would not reasonably be expected to have a Material Adverse Effect, (ii) contravene any judgment, injunction, order or decree binding upon the Borrower, except to the extent such contravention would not reasonably be expected to have a Material Adverse EffectLoan Parties, (iiiii) contravene any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, bylaws, certificate or articles of association, operating agreement, partnership agreement, or other similar organizational documents) of the Borrower Loan Parties’ Organizational Documents or (iviii) contravene or constitute a default under any covenant, indenture or other agreement for Material Indebtedness of or affecting any Loan Party or any of its Property, except, in the Borrowercases of clauses (a)(i) and (a)(iii) above, except in each case of this clause (iv) to the extent where such contravention or default would not reasonably be expected to have result in a Material Adverse Effect. Effect or (b) result in the creation or imposition of any Lien on any Property of the Loan Parties other than Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. (a) The Borrower Each Loan Party has the corporate full right and other organizational authority to enter into this Agreement and the other Loan Documents executed by itDocuments, to make the Borrowings borrowings herein provided for, to grant to the Collateral Agent the Liens described herein, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. (b) Documents. The Loan Documents delivered by the Borrower Loan Parties have been duly authorized, executed, and delivered by such Person the Loan Parties and constitute valid and binding obligations of the Borrower Loan Parties enforceable against it each of 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). (c) This ; and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower any Loan Party or Parent Subsidiary of any of the matters and things herein or therein provided for, (ia) contravene or constitute a default under any provision of law, except to the extent such contravention or default would not reasonably be expected to have a Material Adverse Effect, (ii) contravene any judgment, injunction, order or decree binding upon the Borrower, except to the extent such contravention would not reasonably be expected to have a Material Adverse Effect, (iii) contravene any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, bylaws, certificate or articles of association, association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower any Loan Party or Parent Subsidiary, (ivb) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any Loan Party or Parent Subsidiary or any covenant, indenture or other agreement for Material Indebtedness of the Borroweror affecting any Loan Party or Parent Subsidiary or any of their Property, except in each case of this clause (iv) to the extent any such contravention or default default, that would not reasonably be expected to have a Material Adverse Effect. , or (c) result in the creation or imposition of any Lien on any Collateral of any Borrower or any Borrower Subsidiary other than Liens granted to the Collateral Agent or on any other Property (other than Collateral) other than Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. (a) The Borrower Each Loan Party has the corporate full right and other organizational authority to enter into this Agreement and the other Loan Documents executed by itDocuments, to make the Borrowings borrowings herein provided for, to grant to the Administrative Agent the Liens described herein, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. (b) Documents. The Loan Documents delivered by the Borrower Loan Parties have been duly authorized, executed, and delivered by such Person the Loan Parties and constitute valid and binding obligations of the Borrower Loan Parties enforceable against it each of 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). (c) This ; and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower any Loan Party or Parent Subsidiary of any of the matters and things herein or therein provided for, (ia) contravene or constitute a default under any provision of law, except to the extent such contravention or default would not reasonably be expected to have a Material Adverse Effect, (ii) contravene any judgment, injunction, order or decree binding upon the Borrower, except to the extent such contravention would not reasonably be expected to have a Material Adverse Effect, (iii) contravene any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, bylaws, certificate or articles of association, association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower any Loan Party or Parent Subsidiary, (ivb) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any Loan Party or Parent Subsidiary or any covenant, indenture or other agreement for Material Indebtedness of the Borroweror affecting any Loan Party or Parent Subsidiary or any of their Property, except in each case of this clause (iv) to the extent any such contravention or default default, that would not reasonably be expected to have a Material Adverse Effect. , or (c) result in the creation or imposition of any Lien on any Collateral of the Borrower or any Borrower Subsidiary other than Liens granted to the Administrative Agent or on any other Property (other than Collateral) other than Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. (a) The Borrower Bxxxxxxx has the corporate full right and other organizational authority to enter into this Agreement and the other Loan Documents executed by itto which it is a party, to make grant to Lender the Borrowings herein provided forLiens described in the Collateral Documents to which it is a party, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. (b) to which it is a party. The Loan Documents delivered by the Borrower have been duly authorized, executed, and delivered by such Person Borrower and constitute valid and binding obligations of the Borrower enforceable against it Borrower 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). (c) This ; and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower of any of the matters and things herein or therein provided for, (ia) contravene violate or constitute a default under any provision of lawlaw or any judgment, except to injunction, order or decree binding upon Borrower or any organizational documents of Borrower, (b) violate or constitute a default under any covenant, indenture or agreement of or affecting Borrower, in each case where such violation or default, individually or in the extent such contravention or default would not aggregate, could reasonably be expected to have a Material Adverse Effect, or (iic) contravene result in the creation or imposition of any judgment, injunction, order or decree binding Lien upon the Borrower, except Collateral other than the Liens granted in favor of Lender pursuant to the extent such contravention would not reasonably be expected to have a Material Adverse Effect, (iii) contravene any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, bylaws, certificate or articles of association, operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or (iv) contravene or constitute a default under any indenture or other agreement for Material Indebtedness of the Borrower, except in each case of this clause (iv) to the extent such contravention or default would not reasonably be expected to have a Material Adverse Effect. Collateral Documents.

Authority and Validity of Obligations. (a) The Borrower has the corporate full right and other organizational authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings borrowings herein provided for, 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. (b) . Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, 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 a Credit Party have been duly authorized, executed, and delivered by such Person Credit Party and constitute valid and binding obligations of the Borrower such Credit Party enforceable against it 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). (c) This ; and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower any Credit Party of any of the matters and things herein or therein provided for, (ia) contravene or constitute a default under any provision of law, except to the extent such contravention law or default would not reasonably be expected to have a Material Adverse Effect, (ii) contravene any judgment, injunction, order or decree binding upon the Borrower, except to the extent such contravention would not reasonably be expected to have a Material Adverse Effect, (iii) contravene Credit Party or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, bylawsincorporation and by-laws, certificate or articles of association, association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or such Credit Party, (ivb) contravene or constitute a default under any covenant, indenture or other agreement for Material Indebtedness of the Borroweror affecting such Credit Party or any of its Property, except in each case of this clause (iv) to the extent where such contravention or default would not default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. , or (c) result in the creation or imposition of any Lien on any Property of such Credit Party other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents.

Authority and Validity of Obligations. (a) The Borrower has the corporate and other organizational authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. (b) The Loan Documents delivered by the Borrower have been duly authorized, executed, and delivered by such Person the Borrower and constitute valid and binding obligations of the Borrower enforceable against it in accordance with their terms, except as 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). (c) This Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower of any of the matters and things herein or therein provided for, (i) contravene or constitute a default under any provision of law, except to the extent such contravention or default would not reasonably be expected to have a Material Adverse Effect, (ii) contravene any judgment, injunction, order or decree binding upon the Borrower, except to the extent such contravention would not reasonably be expected to have a Material Adverse Effect, (iii) contravene any provision of the organizational documents (e.g., charter, certificate or articles of incorporation, bylaws, certificate or articles of association, operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or (iv) contravene or constitute a default under any indenture or other agreement for Material Indebtedness of the Borrower, except in each case of this clause (iv) to the extent such contravention or default would not reasonably be expected to have a Material Adverse Effect. .