Common use of Authorization of Agreement, Loan Documents and Borrowing Clause in Contracts

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their respective terms. Each of the Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties Borrowers and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their its respective terms. Each of the Loan Documents have has been duly executed and delivered by the duly authorized officers of the Credit Parties Borrowers and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties Borrowers and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their respective terms. Each of the Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Borrower and its Restricted Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Borrower and its Restricted Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Parent Borrower and its Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties Parent Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Parent Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Borrower and its Restricted Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws Debtor Relief Laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Borrower and its Subsidiaries has the right, power and authority and has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, Borrowers and their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have has been duly executed and delivered by the duly authorized officers of each of the Credit Parties Borrowers and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Borrowers or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Borrower and its Subsidiaries has the right, power and authority and has taken all necessary corporate corporate, limited liability company and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Loan Parties and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their its respective terms. Each of the Loan Documents have has been duly executed and delivered by the duly authorized officers of the Credit Loan Parties and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Loan Parties and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws Debtor Relief Laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Borrower and its Subsidiaries has the right, power and authority and has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their respective terms. Each of the Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.. 32 <PAGE> 33

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their respective terms. Each of the Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, 44 moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties andLoan Party and its respective Subsidiaries, if applicableany, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties each Loan Party and each of their Subsidiaries its respective Subsidiaries, if any, party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries such Loan Party or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, Borrowers and their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of the Parisian Acquisition, this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties each Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their its Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their its respective terms. Each of the Loan Documents have has been duly executed and delivered by the duly authorized officers of the Credit Parties and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their its Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Domestic Borrower and its Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties Domestic Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Domestic Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Borrower and its Subsidiaries which are parties to a Loan Document has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies, and public policy.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, Borrowers and their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of the Related Transactions, this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties each Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.

Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Domestic Borrower and its Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. Each This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties Domestic Borrower and each of their its Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries Domestic Borrower or its Subsidiary party thereto, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.