Common use of Authorization, Validity, and Enforceability of this Agreement and the Loan Documents Clause in Contracts

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require the creation or imposition of any Lien upon the property of the Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws of the Borrower or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower Each Obligor has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower Each Obligor has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the Borrower, such Obligor and constitute the legal, valid and binding obligations of the Borrowersuch Obligor, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The BorrowerEach Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien upon the property of the Borrower such Obligor or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower such Obligor is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower such Obligor or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower such Obligor or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower Each Credit Party has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents and Transaction Documents to which it is a party, to incur the its Obligations, and to grant to the Agent Applicable Agents’ Liens upon and security interests in the Collateral. The Borrower Each Credit Party has due power and capacity and has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party. This Agreement and the other Loan Documents and Transaction Documents to which it is a party have been duly executed and delivered by the Borrowereach Credit Party, and constitute the legal, valid and binding obligations of the Borrowereach Credit Party, enforceable against it in accordance with their respective terms without defenseterms, setoff except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or counterclaimother laws affecting the rights and remedies of creditors generally and by general equitable principles. The BorrowerEach Credit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien (other than any Lien on any Collateral in favor of the Applicable Security Agent) upon the property of the Borrower any Credit Party or any of its Subsidiaries their respective Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lienstandard security, pledge, assignation in security, hypothec, lease, agreement, indenture, or instrument to which the Borrower any Credit Party or any of their respective Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower any Credit Party or any of its their respective Subsidiaries, or (c) the certificate or articles of incorporation or incorporation, by-laws laws, the limited liability company agreement, limited partnership agreement, memorandum and articles of the Borrower association or related shareholders’ agreement of any Credit Party or any of its Subsidiariestheir respective Subsidiaries except, in the case of clause (a) and (b) only, and without any qualification of the representation above as to the imposition of any Lien on any Collateral other than in favor of the Applicable Security Agent, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has Borrowers have the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower has Borrowers have taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the each Borrower, and constitute the legal, valid and binding obligations of the each Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The Borrower’s Borrowers’ execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien upon the property Property of the Borrower Parent or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the any Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the any Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-by laws or the limited liability company or limited partnership agreement of the Borrower or any of its SubsidiariesBorrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Lender Liens upon and security interests in the Collateral. The Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien upon the property of the Borrower or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower Each Loan Party has the corporate power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Agent’s Liens upon and security interests in the Collateral. The Borrower Each Loan Party has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the Borrowereach Loan Party, and constitute the legal, valid valid, and binding obligations of the Borrowereach Loan Party, enforceable against it each such Loan Party in accordance with their respective terms without defense, setoff except as enforceability may be limited by the Federal Bankruptcy Code or counterclaimby any other state or federal bankruptcy or insolvency act or law and general principles of equity. The BorrowerEach Loan Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien (other than in favor of the Agent) upon the property of the Borrower or any of its Subsidiaries such Loan Party, by reason of the terms of (a) any contract, mortgage, Lien, lease, material agreement, indenture, or instrument to which the Borrower such Loan Party is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Subsidiariessuch Loan Party, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower or any of its Subsidiariessuch Loan Party.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower Each Credit Party has the corporate power and authority to execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party, to incur the ObligationsObligations or the obligations under the Facility Guaranty, as applicable, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower Each Credit Party has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other The Loan Documents to which it is a party have been duly executed and delivered by the Borrowereach Credit Party, and constitute the legal, valid and binding obligations of the Borrowereach Credit Party, enforceable against it in accordance with their respective terms without defenseterms, setoff except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or counterclaimother similar laws affecting the enforcement of creditors’ rights or by the effect of general equitable principles. The BorrowerEach Credit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien upon the property of the Borrower each Credit Party or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower any Credit Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower any Credit Party or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower Each Obligated Party has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower Each Obligated Party has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligated Party, and, assuming this Agreement and the Borrower, and other Loan Documents constitute the legal, valid and binding obligations of Agent, Bank and each of the BorrowerLenders hereto, constitute the legal, valid and binding obligations of each Obligated Party, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The BorrowerEach Obligated Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien upon the property of the Borrower an Obligated Party or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower such Obligated Party or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower such Obligated Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower Obligated Parties or any of its their Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower Each Loan Party has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower Each Loan Party has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Loan Party, and, assuming this Agreement and the Borrower, and other Loan Documents constitute the legal, valid and binding obligations of Agent and each of the BorrowerLenders hereto, constitute the legal, valid and binding obligations of each Loan Party, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The Borrower’s Each Loan Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien upon the property of the Borrower an Loan Party or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower such Loan Party or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower such Loan Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower Loan Parties or any of its their Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower Each Loan Party has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Secured Obligations, and to grant to the Administrative Agent Liens upon and security interests in the Collateral. The Borrower Each Loan Party has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the Borrowereach Loan Party, and constitute the legal, valid and binding obligations of the Borrowersuch Loan Party, enforceable against it in accordance with their respective terms without defenseterms, setoff subject to the effects of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or counterclaimaffecting creditors’ rights generally, general equitable principles (regardless of whether considered in proceedings in equity or at law) and an implied covenant of good faith and fair dealing. The BorrowerEach Loan Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach ofof (excluding conflicts, violations or constitute breaches of any provision in any contract prohibiting the grant of a default underlien in specific leased or licensed assets), or result in, or require in the creation or imposition of any Lien upon the property of the Borrower such Loan Party or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contractindenture, mortgage, Liendeed of trust, lease, credit agreement or loan agreement, indentureor any other material agreement, contract or instrument instrument, to which the Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets is binding upon itbound or to which it may be subject, (b) any lxiv Requirement of Law applicable to the Borrower such Loan Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower such Loan Party or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has Borrowers have the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower has Borrowers have taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the each Borrower, and constitute the legal, valid and binding obligations of the each Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The Borrower’s Borrowers’ execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien upon the property Property of the Borrower Parent or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the any Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the any Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower or any of its SubsidiariesBorrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower Each Loan Party has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower Each Loan Party has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Loan Party, and, assuming this Agreement and the Borrower, and other Loan Documents constitute the legal, valid and binding obligations of Agent, Bank and each of the BorrowerLenders hereto, constitute the legal, valid and binding obligations of each Loan Party, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The BorrowerEach Loan Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien upon the property of the Borrower an Loan Party or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower such Loan Party or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower such Loan Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower Loan Parties or any of its their Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower Each Loan Party has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower Each Loan Party has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Loan Party, and, assuming this Agreement and the Borrower, and other Loan Documents constitute the legal, valid and binding obligations of Agent and each of the BorrowerLenders hereto, constitute the legal, valid and binding obligations of each Loan Party, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The BorrowerEach Loan Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in, or require in the creation or imposition of any Lien upon the property of the Borrower an Loan Party or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower such Loan Party or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower such Loan Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower Loan Parties or any of its their Subsidiaries.