Common use of Authorization; Enforceability Clause in Contracts

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Partyaction. This Agreement has been duly executed and delivered by each Loan Party 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, 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 Loan Documents to be entered into by each Loan Credit Party are within such Loan Credit Party’s powers and have been duly authorized by all necessary action on the part of such Loan Credit Party. This Agreement has been duly executed and delivered by each Loan Credit Party and constitutes, and each other Loan Document to which any Loan Credit Party is to be a party, when executed and delivered by such Loan 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 to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Partyaction. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such each Loan Party’s corporate, partnership, limited liability company or other organizational powers and have been duly authorized by all necessary action on corporate, partnership, limited liability company or other organizational action. Each of this Agreement and the part of such other Loan Party. This Agreement Documents to which a Loan Party is a party has been duly executed and delivered by each such Loan Party 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, will constitute, constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s 's powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such Loan Party’s 's powers and have been duly authorized by all necessary action on the part of such Loan Partyaction. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such Loan Party’s powers corporate or limited liability company powers, as the case may be, and have been duly authorized by all necessary action on the part of such corporate or limited liability company and, if required, stockholder or member action. Each Loan Party. This Agreement Document to which each Loan Party is a party has been duly executed and delivered by each such Loan Party 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, will constitute, constitutes 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 laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s corporate, partnership, limited liability company or trust powers and have been duly authorized by all necessary action on the part of such Loan Partycorporate and, if required, stockholder, partner, member or beneficiary action. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Each Loan Document to which any Loan Party is to be a party, when party has been duly executed and delivered by such Loan Party, will constitute, Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and subject to generally, general principles of equity, regardless of whether considered in a proceeding in equity or at lawlaw and an implied covenant of good faith and fair dealing.

Authorization; Enforceability. The Transactions applicable to be entered into by each Loan Borrower Party are within such Loan Borrower Party’s organizational powers and have been duly authorized by all necessary organizational action on the part of such Loan Partyunder their respective Organizational Documents. This Agreement has and the other Loan Documents have been duly executed and delivered by each Loan Party and constitutes, the Borrower Parties party thereto and each other of the Loan Document Documents to which any Loan a Borrower Party is to be a party, party when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan the applicable Borrower 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, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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

Authorization; Enforceability. The Transactions to be entered into execution and delivery of the Loan Documents by each Loan Party party thereto and the performance by such Loan Party thereof are within such Loan Party’s corporate, limited liability company or partnership powers and have been duly authorized by all necessary action on the part of such corporate or other organizational and, if required, stockholder action. The Loan Party. This Agreement has Documents have been duly executed and delivered by each the Loan Party Parties party 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, will constitute, a constitute legal, valid and binding obligation obligations of the Loan Parties party thereto, enforceable against such Loan Party, enforceable Parties 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 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 limited liability company powers and have been duly authorized by all necessary action on the part of such Loan Partycorporate, membership and other action. This Agreement has and the other Loan Documents have been duly executed and delivered by each Loan Party which is a party 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, will constitute, constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Partycorporate or other action. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Partyaction. This Agreement has been duly executed and delivered by each Loan Party 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 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 lawlaw and any implied covenant of good faith and fair dealing.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly authorized, executed and delivered by each Loan Party of Holdings, Intermediate 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, will constitute, a legal, valid and binding obligation of Holdings, Intermediate 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 to be entered into by each Loan Party Documents and the transactions contemplated thereby are within such each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action on the part of such the Loan PartyParties party thereto. This Each of this Agreement and the other Loan Documents has been duly executed and delivered by each Loan Party party 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, will constitute, constitutes 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 laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s 's corporate, partnership or limited liability company powers and have been duly authorized by all necessary action on the part of such Loan Partycorporate, partnership or limited liability company and, if required, stockholder, partner or member action. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Each Loan Document to which any Loan Party is to be a party, when party has been duly executed and delivered by such Loan Party, will constitute, Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into execution, delivery and performance by each Loan Party of the Loan Documents to which such Loan Party is a party are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary action on the part of corporate or other organizational and, if required, equity holder action. Each such Loan Party. This Agreement Party has been duly executed and delivered by each of the Loan Party and constitutesDocuments to which it is party, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by of such Loan Party, will constitute, a Documents constitutes its legal, valid and binding obligation of such Loan Partyobligation, enforceable in accordance with its terms, subject to (x) 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, and (y) the need for filings and registrations necessary to perfect the Liens on the Collateral, if any, granted by the Loan Parties in favor of the Secured Parties.

Authorization; Enforceability. The Transactions to be entered into by each Loan Credit Party are within such Loan Credit Party’s 's powers and have been duly authorized by all necessary action on the part of such Loan Partyauthorized. This Agreement has been duly executed and delivered by each Loan Party the Borrower 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 Credit Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan Credit 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 to be entered into by each Loan Party are within such each Loan Party’s organizational powers and have been duly authorized by all necessary action on the part of such Loan Partyorganizational actions and, if required, equity holder action. This Agreement has been duly executed and delivered by each Loan Party 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, will constitute, 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 to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary limited liability company action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such Loan Party’s corporate or other organization powers and have been duly authorized by all necessary action on the part of such Loan Partyaction. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary limited liability company, partnership or corporate action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary action on the part of such Loan Partycorporate and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party 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, 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 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 action on the part of such Loan Partycorporate and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within with such Loan Party’s corporate, partnership or limited liability company powers and have been duly authorized by all necessary action on the part of such Loan Partycorporate, partnership or limited liability company and, if required, stockholder, partner or member action. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Each Loan Document to which any Loan Party is to be a party, when party has been duly executed and delivered by such Loan Party, will constitute, Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions 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 or other organizational action on the part of such each Loan Party. This Agreement has been duly executed and delivered by each Loan Party 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, will constitute, a legal, valid and binding obligation of such Loan Party, Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan each of Borrower Party’s 's organizational powers and have been duly authorized by all necessary organizational action on the part of such Loan Partyunder their respective Organizational Documents. This Agreement has and the other Loan Documents have been duly executed and delivered by each Loan Party and constitutes, Borrower Parties party thereto and each other of the Loan Document Documents to which any Loan a Borrower Party is to be a party, party when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan the applicable Borrower Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of affecting creditors’ ' rights generally and subject to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party 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, 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 laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions, the Additional Transactions and the Restatement Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Each Loan Document to which any Loan Party is to be 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 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 action on the part of such Loan Partycorporate and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Partyaction. This Agreement has been duly executed and delivered by each Loan Party 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 lawlaw and any implied covenant of good faith and fair dealing.

Authorization; Enforceability. The Current Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such Loan Party’s its organizational powers and have been duly authorized by all necessary action on the part of such Loan Partyorganizational action. This Agreement has been duly executed and delivered by each Loan Party 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, will constitute, a legal, valid and binding obligation of such Loan Party, as the case may be, in each case enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s corporate partnership, limited liability company or trust powers and have been duly authorized by all necessary action on the part of such Loan Partycorporate and, if required, stockholder, partner, member or beneficiary action. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Each Loan Document to which any Loan Party is to be a party, when party has been duly executed and delivered by such Loan Party, will constitute, Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and subject to generally, general principles of equity, regardless of whether considered in a proceeding in equity or at lawlaw and an implied covenant of good faith and fair dealing.

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

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party party hereto and constitutes, and each other Loan Other Document to which any Loan Party is to be 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 to be entered into by each such Loan Party are within such Loan Party’s 's powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each such Loan Party and constitutes, and each other Loan Document to which any such Loan Party is to be 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 transactions contemplated by this Agreement to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into to by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each such Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each such Loan Party and constitutes, and each other Loan Document to which any such Loan Party is to be 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 to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Partyauthorized. This Agreement has been duly executed and delivered by each Loan Party 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, 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 to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party party hereto 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, 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 to be entered into by each Loan Party are within such each Loan Party’s corporate, partnership, limited liability company or other organizational powers and have been duly authorized by all necessary action on corporate, partnership, limited liability company or other organizational action. Each of this Agreement and the part of such other Loan Party. This Agreement Documents to which a Loan Party is a party has been duly executed and delivered by each such Loan Party 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, will constitute, constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, NAI-1539367892v12 insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary action on the part of such Loan Partycorporate and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party of 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, 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 to be entered into by each Loan Party are within such Loan Party’s 's powers and have been duly authorized by all necessary action on the part of such Loan Partyaction. This Agreement has been duly executed and delivered by each Loan Party 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 lawlaw and any implied covenant of good faith and fair dealing.

Authorization; Enforceability. The Transactions to be entered into by each Execution, delivery and performance of this Agreement and the other Loan Party Documents and the Related Documents are within such each Loan Party’s corporate or limited liability company powers and have been duly authorized by all necessary action on the part of such corporate or limited liability company and, if required, stockholder action. The Loan Party. This Agreement has Documents to which each Loan Party is a party have been duly executed and delivered by each such Loan Party 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, will constitute, 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.. Table of Contents

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers corporate or limited liability company powers, as the case may be, and have been duly authorized by all necessary action on the part of such corporate or limited liability company and, if required, stockholder or member action. Each Loan Party. This Agreement Document to which each Loan Party is a party has been duly executed and delivered by each such Loan Party 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, will constitute, constitutes 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 laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.. ​ ​ ​

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party 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, 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’ and secured parties’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

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

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

Authorization; Enforceability. The Transactions to be entered into by which each Loan Party is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary action on the part of such organizational actions and, if required, actions by equity holders. The Loan Party. This Agreement has been duly executed and delivered by Documents to which each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when party have been duly SECURE_ENV:\81001700\8\71620.0110 executed and delivered by such Loan Party, will constitute, Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into by are within each Loan Party are within such Loan Party’s 's powers and have been duly authorized by all necessary limited liability company, limited partnership or corporate action on the part of such Loan Party. Each of the Loan Parties has the requisite power and authority to perform this Agreement and the other Loan Documents to which it is a party. This Agreement has been duly authorized, executed and delivered by each Loan Party 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, will constitute, constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such each Loan Party’s organizational powers and have been duly authorized by all necessary action on the part of such organizational actions and, if required, actions by equity holders. Each Loan Party. This Agreement Document to which each Loan Party is a party has been duly executed and delivered by each such Loan Party and constitutesand, and each (assuming the due authorization, execution and delivery hereof by the other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, parties thereto) constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly authorized, executed and delivered by each Loan Party 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, 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 Debtor Relief Laws and any other applicable bankruptcy, insolvency, reorganization, moratorium moratorium, examinership or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s 's powers and have been duly authorized by all necessary action on the part of such Loan Partyauthorized. This Agreement has been duly executed and delivered by each Loan Party 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, 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.