Common use of Authorization; Enforceability Clause in Contracts

Authorization; Enforceability. The transactions contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary action and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as applicable, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionaction and, if required, action by the holders of such Loan Party’s Equity Interests. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as the case may be, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate organizational or constitutional powers and have been duly authorized by all necessary corporate, membership, partnership organizational or other necessary actionconstitutional action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party on the Effective Date are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary action and, if required, stockholder or member action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto Xxxxx 0 and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed by and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Borrower or such Loan Party (as the case may be), enforceable against such Borrower or such other Loan Party, enforceable as the case may be, 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 contemplated hereby and by the other Loan Documents Transactions entered into or to be entered into by each Loan Party are within such Loan Party’s corporate powers and powers. The Loan Documents have been duly authorized by all necessary corporate, membership, partnership or the Borrower and each other necessary actionLoan Party party thereto. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is or is to be a party, constitutes or when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of each 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such and the execution, delivery and performance by each Loan Party’s corporate powers and Party of the Loan Documents have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionaction and, if required, action by the holders of such Loan Party’s Equity Interests. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Parent Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Parent Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate corporate, partnership or other applicable powers and have been duly authorized by all necessary corporate, membershippartnership and, partnership if required, stockholder or other necessary equityholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Borrower or Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionaction and, if required, action by the holders of such Loan Party’s Equity Interests. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrowers and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrowers or such Loan Party, as the case may be, 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 contemplated hereby Transactions entered into and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational action on the part of each such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equitygenerally, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The transactions contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Senior Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby Loan Transactions entered into and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate 's powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate 's powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Parent Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Parent Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate organizational or constitutional powers and have been duly authorized by all necessary corporate, membership, partnership constitutional or other necessary actionorganizational action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary organizational and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational action on the part of each such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 similar laws affecting creditors’ rights generally and subject to general principles of equitygenerally, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The transactions contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational and, if required, stockholder or other equityholder action of each Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Company and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Company or such Loan Party, as the case may be, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational action on the part of each such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 equitygenerally, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The transactions contemplated hereby Transactions entered into and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and or individual, as the case may be, powers. The Transactions to be entered into by each Loan Party have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party will constitute, a legal, valid and binding obligation of such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Senior Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary limited liability company action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrowers or such Loan Party, as the case may be, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary equityholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of the Borrowers and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of each such Borrower or Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such and the execution, delivery and performance by each Loan Party’s corporate powers and Party of the Loan Documents to which it is a party have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary entity action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Company and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Company or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Financing Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 and the transactions contemplated hereby and by the other Loan Documents Amendment No. 2 to be entered into by each Loan Party are within such Loan Party’s corporate organizational or constitutional powers and have been duly authorized by all necessary corporate, membership, partnership constitutional or other necessary actionorganizational action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Credit Party are within such Loan Credit Party’s corporate corporate, partnership or other applicable powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary applicable action and, if required, by stockholder or other equityholder action. This Agreement has been duly executed and delivered by each Loan Credit Party that is a party hereto or thereto and constitutes, and each other Loan Credit Document to which any Loan Credit Party is to be a party, when executed and delivered by such Loan Party Credit Party, will constitute, a legal, valid and binding obligation of such Loan Credit 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionaction and, if required, action by the holders of such Loan Party’s Equity Interests. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into performed by each Loan Party such Borrower and its Subsidiary Guarantors (excluding use of proceeds) are within the corporate or other organizational powers of such Loan Party’s corporate powers Parties and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary organizational and, if required, stockholder action. This Agreement Each Loan Document to which such Borrower or any of its Subsidiary Guarantors are party has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party will constitute, and constitutes a legal, valid and binding obligation of each 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrowers and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrowers or such Loan PartyParty (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, 67 when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Parent and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Parent, the Borrower or such other Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party will constitute, a legal, valid and binding obligation of such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Parent Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Parent Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be entered into by Transactions are within each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate or company, membershipas the case may be, partnership and, if required, stockholder or other necessary member, as the case may be, action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be Transactions entered into by each Loan Party are were, and the Restatement Transactions entered into by each Loan Party are, within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of the Parent and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of each of the Parent, the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be entered into by each Loan Party Transactions are within such each Loan Party’s corporate organizational powers and have been duly authorized by all necessary corporateorganizational actions and, membershipif required, partnership or other necessary actionactions by equity holders. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutesParty, and each other Loan Document to which any each Loan Party is a party, when delivered hereunder, will have been duly executed and delivered by such Loan Party will Party. This Agreement constitutes, and each other Loan Document when delivered hereunder shall constitute, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be ------------------------------ entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Restatement Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Parent and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Parent, the Borrower and such other Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party 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 contemplated hereby and by the other Loan Documents that have been or are to be entered into by each Loan the applicable Credit Party are within such Loan Party’s its corporate or limited liability company powers and have been duly authorized by all necessary corporatecorporate or limited liability company action and, membershipif required, partnership stockholder or other necessary member action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Each Loan Document to which any Loan the applicable Credit Party is a partyparty constitutes (or, in the case of any Loan Document entered into after the Effective Date, when executed and delivered by such Loan Party Person, will constitute, ) a legal, valid and binding obligation of such Loan Credit Party, in each case enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or and 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Parent and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Parent, the Borrower and such other Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate or other powers and have been duly authorized by all necessary corporateaction, membershipincluding, partnership if required, stockholder or other necessary member action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational action and, if required, action by the holders of such Loan Party’s Equity Interests. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such other Loan Party, as applicable, enforceable against such Person 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, limited partnership or other necessary limited liability company action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Borrower or such Loan PartyParty (as the case may be), enforceable against Borrower or such Loan Party (as applicable) 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Parent and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Parent, the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be ----------------------------- entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate corporate, limited liability company or partnership powers and have been duly authorized by all necessary corporatecorporate or organizational, membershipand, partnership or other necessary if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into completed by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as the case may be, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate organizational or constitutional powers and 77 have been duly authorized by all necessary corporate, membership, partnership organizational or other necessary actionconstitutional action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby Emergence Transactions entered into and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions ------------------------------ entered into or to be entered into by each Loan Party are within such Loan Party’s 's corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, constituted or will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby Transactions and by the other Loan Documents 2012 Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary action and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as applicable, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of the Borrowers and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionaction and, if required, action by the holders of such Loan Party’s Equity Interests. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrowers and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrowers or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Parent and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Parent, the Borrower and such other Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate corporate, limited partnership, limited liability company and other powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party will constitute, a legal, valid and binding obligation of such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary actionaction on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational and, if required, stockholder or other equityholder action of each Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Company and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Company or such Loan Party, as the case may be, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Company and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Company or such Loan Party, as the case may be, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate organizational powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational action on the part of each such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equitygenerally, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The transactions contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan Party, as the case may be, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrowers and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrowers or such Loan PartyParty (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Second Priority Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby Transactions ------------------------------ entered into and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby Transactions entered into and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions entered into or to be entered into by each Loan Party are within such Loan Party’s 's corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, constituted or will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby Restatement Transactions entered into and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of the Borrower and the Company and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower, the Company or such Loan PartyParty (as the case may be), 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 contemplated hereby Transactions and by the other Loan Documents Restatement Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Parent Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Parent Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and the Parent and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower, the Parent or such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary action and, if required, stockholder or member action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar 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 contemplated hereby and by the other Loan Documents Transactions to be ------------------------------ entered into by each Loan Party are within such Loan Party’s corporate 's powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrowers and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrowers or such Loan PartyParty (as the case may be), 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 contemplated hereby Loan Documents and by the other Loan Transaction Documents to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate or other powers and have been duly authorized by all necessary corporatecorporate (or other) and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Loan PartyParty (as the case may be), 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 contemplated hereby and by the other Loan Documents Transactions to be entered into effected by each Loan Party are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary organizational and, if required, stockholder or other equityholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan Party, as the case may be, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or and 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary actionorganizational action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 generally, mandatory local provisions and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The transactions contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stock holder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan PartyParty (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvencyinsol vency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding proceeding, in equity or at law.

Authorization; Enforceability. The transactions contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate organizational or constitutional powers and have been duly authorized by all necessary corporate, membership, partnership organizational or other necessary actionconstitutional action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, 148 and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Financing Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate powers and have been duly authorized by all necessary corporatecorporate and, membershipif required, partnership or other necessary stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary action and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as the case may be, 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 contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary action and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as applicable, 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 contemplated hereby and by the other Loan Documents Transactions to be entered into by each Loan Party are within such Loan Party’s corporate 's powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto or thereto of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan PartyParty (as the case may be), 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 contemplated hereby If any Collateral and by Guarantee Trigger Event occurs, the other Loan Documents to be entered into by each Loan Party Transactions are within such each Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership corporate or other necessary organizational powers and, if required, stockholder action. This Agreement has been duly executed and delivered by the Company and each Loan Party that is a party hereto or thereto other Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party Party, will constitute, a legal, valid and binding obligation of such Borrower or 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.