Common use of Authority and Validity of Obligations Clause in Contracts

Authority and Validity of Obligations. The Borrower has full 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 if required, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, to guarantee the Obligations of the Canadian Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have full 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Canadian Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each of STA Holdings and each Subsidiary 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 in accordance with the terms of this Agreement, 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 STA Holdings, 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 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 STA Holdings, the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon STA Holdings, the Borrower or any Subsidiary or any provision of the organizational documents (e.g. charter, certificate or articles of incorporation and by-laws, articles of association or operating agreement, partnership agreement, or other similar organizational documents) of STA Holdings, the Borrower or any Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdings, the Borrower or any Subsidiary or any of its Property, in each case where such contravention or 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 STA Holdings, the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings borrowings herein provided for, to issue its Notes in evidence thereof if required, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, to guarantee the Obligations of the Canadian Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have full 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Canadian the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each of STA Holdings the Parent and each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer ACH and Deposit Account Overdraft Liability in accordance with the terms of this Agreement, 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 STA Holdingsthe Parent, the Borrower and by each Subsidiary 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 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 STA Holdingsthe Parent, the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon STA Holdingsthe Parent, the Borrower or any Subsidiary or any provision of the organizational documents (e.g. charter, certificate or articles of incorporation and or by-laws, articles of association or operating agreement, partnership agreement, or other similar organizational documents) document of STA Holdingsthe Parent, the Borrower or any Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdingsthe Parent, the Borrower or any Subsidiary or any of its Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of STA Holdingsthe Parent, the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings borrowings herein provided for, to issue its Notes in evidence thereof if required, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, to guarantee the Obligations of the Canadian Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have full 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Canadian the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each of STA Holdings and each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee (in the case of the Subsidiaries only) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability in accordance with the terms of this AgreementLiability, 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 STA Holdings, the Borrower and by each Subsidiary 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 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 STA Holdings, the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law (which, in the case of any such performance or observance after the Closing Date, could reasonably be expected to have a Material Adverse Effect) or contravene or constitute a default under any judgment, injunction, order or decree binding upon STA Holdings, the Borrower or any Subsidiary or any provision of the organizational documents (e.g. e.g., charter, certificate or articles of incorporation and or by-laws, articles of association or operating agreement, partnership agreement, agreement or other similar organizational documentsdocument) of STA Holdings, the Borrower or any Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdings, the Borrower or any Subsidiary or any of its Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of STA Holdings, the Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings borrowings herein provided for, to issue its Notes in evidence thereof if required, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by the Borrower, to guarantee the Obligations of the Canadian Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have full 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Canadian Borrower, Borrower and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each of STA Holdings and each Material Subsidiary 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 in accordance with the terms of this AgreementLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by such Person, Material Subsidiary and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by STA Holdings, the Borrower and by each Subsidiary its Material Subsidiaries have been duly authorized, executed executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person the Borrower and its Material Subsidiaries enforceable against it them 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 STA Holdings, the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon STA Holdings, the Borrower or any Subsidiary or any provision of the organizational documents (e.g. e.g., charter, certificate or articles of incorporation and by-lawsby‑laws, certificate or articles of association or and operating agreement, partnership agreement, or other similar organizational documents) of STA Holdings, the Borrower or any Material Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdings, the Borrower or any Material Subsidiary or any of its their Property, in each case where such contravention or 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 STA Holdings, the Borrower or any Material Subsidiary (other than the Liens granted in favor of the Administrative Agent pursuant to for its benefit and the Collateral Documentsbenefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings borrowings herein provided for, to issue its Notes in evidence thereof if required, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, to guarantee the Obligations of the Canadian Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have full 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Canadian Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each of STA Holdings and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, Obligations and Funds Transfer and Deposit Account Liability in accordance with the terms of this AgreementLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonPerson (if any), and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by STA Holdings, the Borrower and by each Subsidiary the Borrower Subsidiaries have been duly authorized, executed executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person Holdings, the Borrower and the Borrower Subsidiaries enforceable against it them 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 STA Holdings, the Borrower or any Borrower Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon STA Holdings, the Borrower or any Borrower Subsidiary or any provision of the organizational documents (e.g. e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association or and operating agreement, partnership agreement, or other similar organizational documents) of STA Holdings, the Borrower or any Borrower Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdings, the Borrower or any Borrower Subsidiary or any of its their Property, in each case where such contravention or 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 STA Holdings, the Borrower or any Borrower Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents.

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and Agreement, the other Loan Documents and the Material Australian Documents executed by it, to make the Borrowings borrowings herein provided forfor or under the other Loan Documents, to issue its the Notes in evidence thereof if requiredthereof, to grant to the Administrative Agent or the Australian Lender (or any security trustee therefor), as the case may be, the Liens described in the Collateral Documents executed by the Borrower, to guarantee the Obligations of the Canadian BorrowersDocuments, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have full 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Canadian Borrower, and to perform all of its obligations hereunder and under the other Loan Material Australian Documents executed by it. Each of STA Holdings and each Subsidiary 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 in accordance with the terms of this AgreementLiability, to grant to the Administrative Agent or the Australian Lender (or any security trustee therefor), as the case may be, 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 STA Holdings, the Borrower Borrowers and by each Subsidiary and the Material Australian Documents to which one or more Australian Borrowers 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 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 Agreement, the other Loan Documents and the Material Australian Documents do not, nor does the performance or observance by STA Holdings, the Borrower Borrowers or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon STA Holdings, the any Borrower or any Subsidiary or any provision of the organizational documents (e.g. e.g., charter, certificate or articles of incorporation and or by-laws, articles of association or operating agreement, partnership agreement, agreement or other similar organizational documentsdocument) of STA Holdings, the any Borrower or any Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdings, the any Borrower or any Subsidiary or any of its Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of STA Holdings, the any Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent or the Australian Lender (or any security trustee therefor) pursuant to the Collateral Documents.

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings borrowings herein provided for, to issue its Notes in evidence thereof if required, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, to guarantee the Obligations of the Canadian Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have full 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Canadian Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each of STA Holdings and each Subsidiary Credit Party (other than the Borrowers) 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 in accordance with obligations of the terms of this AgreementBorrowers, 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 STA Holdings, the Borrower and by each Subsidiary Credit 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 such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar applicable bankruptcy laws and 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)generally; and this Agreement and the other Loan Documents do not, nor does the performance or observance by STA Holdings, the Borrower or any Subsidiary Credit Party of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon STA Holdings, the Borrower or any Subsidiary Credit Party or any provision of the organizational documents (e.g. e.g., charter, certificate or articles of incorporation and or by-laws, articles of association or operating agreement, or partnership agreement, or other similar organizational documentsconstituent document) of STA Holdings, the Borrower or any SubsidiaryCredit Party, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdings, the Borrower or any Subsidiary Credit Party or any of its Property, in each case where such contravention or default, individually or in the aggregate, which default 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 STA Holdings, the Borrower or any Subsidiary Credit Party other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings borrowings herein provided for, to issue its Notes in evidence thereof if required, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by the Borrower, to guarantee the Obligations of the Canadian Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have full 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Canadian Borrower, Borrower and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each of STA Holdings and each Material Subsidiary 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 in accordance with the terms of this AgreementLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by such Person, Material Subsidiary and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by STA Holdings, the Borrower and by each Subsidiary its Material Subsidiaries have been duly authorized, executed executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person the Borrower and its Material Subsidiaries enforceable against it them 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 STA Holdings, the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon STA Holdings, the Borrower or any Subsidiary or any provision of the organizational documents (e.g. e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association or and operating agreement, partnership agreement, or other similar organizational documents) of STA Holdings, the Borrower or any Material Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdings, the ​ ​ Borrower or any Material Subsidiary or any of its their Property, in each case where such contravention or 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 STA Holdings, the Borrower or any Material Subsidiary (other than the Liens granted in favor of the Administrative Agent pursuant to for its benefit and the Collateral Documentsbenefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings borrowings herein provided for, to issue its Notes in evidence thereof if required, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, to guarantee the Obligations of the Canadian Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have full 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Canadian Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each of STA Holdings and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, Obligations and Funds Transfer and Deposit Account Liability in accordance with the terms of this AgreementLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonPerson (if any), and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by STA Holdings, the Borrower and by each Subsidiary the Borrower Subsidiaries have been duly authorized, executed executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person Holdings, the Borrower and the Borrower Subsidiaries enforceable against it them 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 STA Holdings, the Borrower or any Borrower Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon STA Holdings, the Borrower or any 748271253 Borrower Subsidiary or any provision of the organizational documents (e.g. e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association or and operating agreement, partnership agreement, or other similar organizational documents) of STA Holdings, the Borrower or any Borrower Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdings, the Borrower or any Borrower Subsidiary or any of its their Property, in each case where such contravention or 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 STA Holdings, the Borrower or any Borrower Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the Borrowings borrowings herein provided for, to issue its Notes in evidence thereof if required, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, to guarantee the Obligations of the Canadian Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have full 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Canadian Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each of STA Holdings and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, Obligations and Funds Transfer and Deposit Account Liability in accordance with the terms of this AgreementLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonPerson (if any), and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by STA Holdings, the Borrower and by each Subsidiary the Borrower Subsidiaries have been duly authorized, executed executed, and delivered by such Person Persons and constitute valid and binding obligations of such Person Holdings, the Borrower and the Borrower Subsidiaries enforceable against it them 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 STA Holdings, the Borrower or any Borrower Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon STA Holdings, the Borrower or any Borrower Subsidiary or any provision of the organizational documents (e.g. e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association or and operating agreement, partnership agreement, or other similar organizational documents) of STA Holdings, the Borrower or any Borrower Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdings, the Borrower or any Borrower Subsidiary or any of its their Property, in each case where such contravention or 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 STA Holdings, the Borrower or any Borrower Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents.