Common use of Authorization; Enforceability Clause in Contracts

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holders. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersshareholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have This Agreement has been duly executed and delivered by such each Loan Party and constitute constitutes a legal, valid and binding obligation of such each Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate, limited liability company or partnership powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such each Loan Party party thereto and constitute a legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party, enforceable Party in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Debtor Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate, limited liability company or other organizational powers and have been duly authorized by all necessary corporate, limited liability company or other organizational actions action and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Debtor Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawLaw.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holdersholder action. The Each Loan Party has duly executed and delivered each of the Loan Documents to which it is party, and each Loan Party is a party have been duly executed and delivered by of such Loan Party and constitute a Documents constitutes its legal, valid and binding obligation of such Loan Partyobligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within execution, delivery and performance by each Loan Party’s organizational powers and Party of each Loan Document to which it is a party have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holdersaction. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate, partnership or limited liability company powers and have been duly authorized by all necessary organizational actions andcorporate, if required, actions by equity holderspartnership or limited liability company action. The Loan Documents to which This Agreement and each Loan Party is a party Document have been duly executed and delivered by such the Loan Party Parties thereto and constitute a legal, valid and binding obligation obligations of such Loan PartyParties thereto, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within each such Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holderscorporate and stockholder action. The Loan Documents to which each Loan Party is a party have This Agreement has been duly executed and delivered by such each Loan Party and constitute constitutes a legal, valid and binding obligation of such each Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Each Loan Documents to which each Loan Party is a party have Document has been duly executed and delivered by such each Loan Party which is a party thereto and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, liquidation, reconstruction, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the each Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The This Agreement and the other Loan Documents to which each Loan Party is a party have has been duly executed and delivered by such each Loan Party to which such Person is a party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s 's organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute each constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate or other powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder or shareholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational or constitutional powers and have been duly authorized by all necessary organizational actions and, if required, actions by stockholder or other equity holdersholder action. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Each Loan Documents Document and Related Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational the Borrower's powers and have been duly authorized by all necessary organizational actions andcorporate, if requiredpartnership, actions by equity holderslimited liability company or other actions. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such on behalf of each Loan Party thereto and constitute a legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate, partnership or other organizational powers and have been duly authorized by all necessary corporate, partnership or other organizational actions and, if required, actions by equity holdersaction. The Loan Documents to which each Loan Party is a party have This Agreement has been duly executed and delivered by such Loan Party the Borrower and constitute constitutes a legal, valid and binding obligation of such Loan Partythe Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the organizational powers of each Loan Party’s organizational powers Party and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersaction. The This Agreement and the Loan Documents to which each Loan Party is a party have been duly executed and delivered by such each Loan Party that is a party thereto and constitute constitutes a legal, valid and binding obligation of such each applicable Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Financing Transactions are within each Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Each of this Agreement and the other Loan Documents to which each Loan Party is a party have has been duly executed and delivered by such each Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Each Loan Documents Document to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate or equivalent powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the each Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersshareholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by stockholder or other equity holdersholder action. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational 's corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be consummated by each Loan Party are within each such Loan Party’s organizational corporate or company powers and have been duly authorized by all necessary organizational actions corporate or company and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have This Agreement has been duly executed and delivered by such each Loan Party party thereto and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate or limited liability company powers and have been duly authorized by all necessary organizational actions corporate or limited liability company and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersholders of such Loan Party. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holdersstockholder or member action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersshareholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate (or equivalent) powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Each of this Agreement and the other Loan Documents to which each Loan Party is a party have has been duly executed and delivered by such each Loan Party party thereto and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid valid, and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the each Original Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The This Agreement and the other Loan Documents to which each Loan Party is a party have been duly executed and delivered by such each Original Loan Party and constitute a legal, valid and binding obligation obligations of such Original Loan Party, enforceable against it in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate (or equivalent) powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate or limited liability company powers and have been duly authorized by all necessary organizational actions corporate, limited liability company and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party and the Abraxas Acquisition Documents have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s 's organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawlaw and obligations of good faith and fair dealing.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Each Loan Documents to which each Loan Party is a party have Document has been duly executed and delivered by such the Loan Party Parties which is a party thereto and constitute constitutes a legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate, partnership or limited liability company powers and have been duly authorized by all necessary organizational actions andcorporate, if required, actions by equity holderspartnership or limited liability company action. The Loan Documents to which This Agreement and each Loan Party is a party Document have been duly executed and delivered by such the Loan Party Party(ies) thereto and constitute a legal, valid and binding obligation obligations of such Loan PartyParty(ies) thereto, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational 's corporate powers and have been duly authorized by all necessary organizational actions corporate or partnership and, if required, actions by equity holdersstockholder action. The Each of the Loan Documents to which each Loan Party is a party have has been duly executed and delivered by such each Loan Party party thereto and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersholders of such Loan Party. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holdersholders of such Loan Party. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The From and after its delivery to the Administrative Agent, the Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to generally, general principles of equity, regardless of whether considered in a proceeding in equity or at law, and requirements of reasonableness, good faith and fair dealing.

Authorization; Enforceability. The Transactions are ------------------------------ within each Loan Party’s organizational 's corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions stockholder action. Each Loan Document has been duly executed and delivered by equity holders. The Loan Documents to which each Loan Party is a party have been duly and constitutes, or when executed and delivered by such Loan Party and constitute will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersinterestholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions by each Loan Party are within each such Loan Party’s organizational powers corporate power and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersshareholder action. The This Agreement and the other Loan Documents to which each Loan Party is a party have been duly executed and delivered by such the Loan Party Parties party hereto and thereto and constitute a legal, valid and binding obligation obligations of such Loan PartyParties, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s 's corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holders. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holdersshareholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions applicable to it are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersshareholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the powers of each Loan Party’s organizational powers of the Credit Parties and their respective Subsidiaries, and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersaction. The This Agreement and the other Loan Documents to which each Loan any Credit Party is a party have been duly executed and delivered by such Loan Party Person and constitute constitutes a legal, valid and binding obligation of such Loan PartyPerson, enforceable in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate (or other applicable) powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by stockholder or equity holdersholder action. The Each Loan Documents to which each Loan Party is a party have Document has been duly executed and delivered by such each Loan Party party thereto and constitute a constitutes the legal, valid and binding obligation of such each Loan PartyParty party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate or equivalent powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder or other equityholder action. The Each Loan Documents Document to which each any Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersstockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions affecting the Loan Parties are within each Loan Party’s organizational 's corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The This Agreement and each of the Loan Documents to which each Loan Party is a party have has been duly executed and delivered by such each Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersshareholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Each Loan Documents Document to which each a Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each the corporate powers of the Loan Party’s organizational powers Parties and Target Acquisition Corp. and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Each of the Loan Documents to which each a Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holdersstockholder action. The This Agreement and each other Loan Documents Document to which each a Loan Party is a party have been duly executed and delivered by each such Loan Party Party, and constitute each constitutes a legal, valid and binding obligation of such the Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational 's corporate powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Each Loan Documents to which each Loan Party is a party have Document has been duly executed and delivered by such each Loan Party which is a party thereto and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable applicable. bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party party thereto and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each any Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holdersstockholder action. The This Agreement and each other Loan Documents Document to which each any Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the corporate powers of each Loan Party’s organizational powers Party and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The This Agreement and each other Loan Documents to which each Loan Party is a party Document have been duly executed and delivered by such each Loan Party which is a party thereto and constitute a legal, valid and binding obligation of such each Loan PartyParty which is a party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s 's organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s 's corporate, partnership or other organizational powers and have been duly authorized by all necessary corporate, partnership or other organizational actions and, if required, actions by equity holdersaction. The Loan Documents to which each Loan Party is a party have This Agreement has been duly executed and delivered by such Loan Party the Borrower and constitute constitutes a legal, valid and binding obligation of such Loan Partythe Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate or equivalent powers and have been duly authorized by all necessary organizational actions corporate CREDIT AGREEMENT and, if required, actions by equity holdersstockholder action. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by such Loan Party’s equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the powers of each Loan Party’s organizational powers Party and have been duly authorized by all necessary organizational actions andaction. This Agreement has been, if requiredand each other Loan Document, actions by equity holders. The Loan Documents to which each Loan Party is a party when delivered hereunder, will have been been, duly executed and delivered by such each Loan Party that is a party thereto and constitute constitutes, or will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational 's corporate powers and have been duly authorized by all necessary organizational actions corporate or partnership and, if required, actions by equity holdersstockholder action. The Each of the Loan Documents to which each Loan Party is a party have has been duly executed and delivered by such each Loan Party thereto and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational 's corporate, partnership or limited liability company powers and have been duly authorized by all necessary organizational actions andcorporate, if required, actions by equity holderspartnership or limited liability company action. The Loan Documents to which This Agreement and each Loan Party is a party Document have been duly executed and delivered by such the Loan Party Party(ies) thereto and constitute a legal, valid and binding obligation obligations of such Loan PartyParty(ies) thereto, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each such Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Each Loan Documents Document to which each Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. (a) The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. . (b) The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Each Loan Documents to which each Loan Party is a party have Document has been duly executed and delivered by such each Loan Party party thereto and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s 's organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.. 89

Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary organizational actions corporate and, if required, actions by equity holdersstockholder action. The Each Loan Documents to which each Loan Party is a party have Document has been duly executed and delivered by such each Loan Party party thereto and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.. SECTION

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, examination, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each of the Loan Party’s organizational Parties’ corporate powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holderscorporate action on the part of each such Loan Party. The Each Loan Documents Document to which each any Loan Party is a party have has been duly executed and delivered by such Loan Party and constitute constitutes a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within each Loan Party’s organizational corporate powers and have been duly authorized by all necessary organizational actions corporate (or other) and, if required, actions by equity holdersstockholder or shareholder action. The Each Loan Documents to which each Loan Party is a party have Document has been duly executed and delivered by such each Loan Party party thereto and constitute constitutes a legal, valid and binding obligation of each such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.