Common use of Authorization; Enforceability Clause in Contracts

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

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

Authorization; Enforceability. The Transactions are within the Company’s and each other Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Company and each other Borrower and constitutes a legal, valid and binding obligation of the Borrowereach of them, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers of the Borrower and have been duly authorized by all necessary corporate and, if required, stockholder equity holder action. This Agreement Each Loan Document has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrowerthereof, 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 are within the BorrowerCompany’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower Company and constitutes a legal, valid and binding obligation of the BorrowerCompany, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

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

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

Authorization; Enforceability. The Transactions are within the Borrower’s its corporate powers power and have been duly authorized by all necessary corporate and, if required, stockholder and other action. This Agreement has and the other Financing Documents have been duly executed and delivered by the Borrower it and constitutes a constitute legal, valid and binding obligation obligations of the Borrowerit, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganizationreorganisation, moratorium or other laws Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s Borrowers’ corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower Borrowers and constitutes a legal, valid and binding obligation of the BorrowerBorrowers, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

Authorization; Enforceability. The Transactions are within the BorrowerCompany’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower Company and constitutes a legal, valid and binding obligation of the BorrowerCompany, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, 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 performance of its obligations contemplated thereby are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

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

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

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, and stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, 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 performance of its obligations contemplated thereby are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s Borrowers’ corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder or shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the BorrowerBorrowers, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Company’s and each other Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Company and each other Borrower and constitutes a legal, valid and binding obligation of the Borrowereach of them, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

Authorization; Enforceability. The Transactions are within the each Borrower’s corporate or other organizational powers and have been duly authorized by all necessary corporate and, if required, stockholder or other organizational action. This Subject to the Legal Reservations, this Agreement has been duly executed and delivered by the each Borrower and constitutes a legal, valid and binding obligation of the such Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws applicable Laws affecting creditors’ rights generally and and, subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawLaw.

Authorization; Enforceability. (a) The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers of the Borrower and have been duly authorized by all necessary corporate and, if required, stockholder equity holder action. This Agreement Each Loan Document has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrowerthereof, 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 are within the Borrower’s corporate partnership powers and have been duly authorized by all necessary corporate partnership and, if required, stockholder partner action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

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

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

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder actionaction of the Borrower. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

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

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

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

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

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder actionaction of the Borrower. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

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

Authorization; Enforceability. The Transactions are within the Borrower’s Borrowers’ corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the BorrowerBorrowers, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has and the other Loan Documents have been duly executed and delivered by the Borrower and constitutes a constitute legal, valid and binding obligation obligations of the Borrower, enforceable against it in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, 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 transactions contemplated hereby are within the Borrower’s its corporate powers power and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower it and constitutes a legal, valid and binding obligation of the Borrowerit, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the BorrowerCompany’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower Company and constitutes a legal, valid and binding obligation of the BorrowerCompany, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s corporate limited partnership powers and have been duly authorized by all necessary corporate and, if required, stockholder limited partnership action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder actionaction on the part of the Borrower. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium Debtor Relief Laws or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s Company's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower Company and constitutes a legal, valid and binding obligation of the BorrowerCompany, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. SECTION 3.03.

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate Borrower action and, if required, stockholder and/or member action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

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

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

Authorization; Enforceability. The Transactions are within the United States Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the United States Borrower and constitutes a legal, valid and binding obligation of the United States Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s corporate 's powers and have been duly authorized by all necessary corporate and, if required, stockholder actionactions by the trustees thereof. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s corporate limited liability company powers and have been duly authorized by all necessary corporate and, if required, stockholder limited liability company action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawLaw.

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

Authorization; Enforceability. The Transactions are within the Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder shareholder action. This Credit Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder shareholder action. This Credit Agreement has and the Security Agreement have been duly executed and delivered by the Borrower and constitutes a constitute legal, valid and binding obligation obligations of the Borrower, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers of the Borrower and have been duly authorized by all necessary corporate and, if required, stockholder equity holder action. This Agreement Each Loan Document has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrowerthereof, 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.. Exhibit 10(b)2

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

Authorization; Enforceability. The Transactions are within the Borrower’s Company's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has and the Related Documents have been duly executed and delivered by the Borrower Company and constitutes a constitute legal, valid and binding obligation obliga tions of the BorrowerCompany, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

Authorization; Enforceability. The Transactions are within the Borrower’s Company's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has and the Related Documents have been duly executed and delivered by the Borrower Company and constitutes a constitute legal, valid and binding obligation obligations of the BorrowerCompany, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

Authorization; Enforceability. The Transactions are within the Borrower’s Obligors' corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder shareholder action. This Each of this Agreement and the other Loan Documents has been duly executed and delivered by the Borrower each Obligor and constitutes a legal, valid and binding obligation of the Borrowersuch Obligor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawLaw.

Authorization; Enforceability. The Transactions are within the Borrower’s Borrowers' corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower Borrowers and constitutes a legal, valid and binding obligation of the BorrowerBorrowers, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, 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.. 3.3

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights 4832-2498-4973 generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, 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.in

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers of the Company and the Guarantors and have been duly authorized by all necessary corporate and, if required, stockholder equity holder action. This Agreement and each Related Document to which the Company or any Guarantor is a party has been duly executed and delivered by the Borrower Company and the Guarantors and constitutes a legal, valid and binding obligation of the Borrowerthereof, 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 are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has The Loan Documents have been duly executed and delivered by the Borrower and constitutes constitute a legal, valid and binding obligation of the Borrower, 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 transactions contemplated by this Agreement are within the Borrower’s corporate powers limited liability company powers, and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by constitutes the Borrower and constitutes a legal, valid valid, and binding obligation obligations of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions are within the Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement The Restatement Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

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

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. SECTION 3.03.