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. Each of Parent and the Borrower has the 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. Each of Parent and the Borrower has taken all necessary action (including obtaining approval of its members 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 each is a party have been duly executed and delivered by the Borrower or Parent, as applicable, and constitute the legal, valid and binding obligations of the Borrower or Parent, as applicable, enforceable against it in accordance with their respective terms. Parent’s and the Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which each is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of the Borrower, Parent or any of their Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which the Borrower or Parent is a party or which is binding upon such Person, (b) any Requirement of Law applicable to Parent, the Borrower or any of their Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Person, the Borrower or any of their Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the 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 partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the CollateralCollateral of the Borrower. Each of Parent and the The Borrower has taken all necessary corporate action (including obtaining approval of its members 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 each is a party have been duly executed and delivered by the Borrower or Parent, as applicableBorrower, and constitute the legal, valid and binding obligations of the Borrower or Parent, as applicableBorrower, enforceable against it in accordance with their respective termsterms without defense, setoff or counterclaim. Parent’s and the The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which each is a party Documents, including the grant or perfection of the Agent’s Liens, do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower, Parent Borrower or any of their Subsidiaries, its Restricted Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower or Parent is a party or which is binding upon such Personit, (b) any Requirement of Law applicable to Parent, the Borrower or any of their its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement other organizational document of such Person, the Borrower or any of their its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent Borrower and the Borrower each Guarantor has the 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. Each of Parent Borrower and the Borrower each Guarantor has taken all necessary action (including obtaining approval of its members 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 each it is a party have been duly executed and delivered by the each Borrower or Parent, as applicableand each Guarantor, and constitute the legal, valid and binding obligations of the such Borrower or Parent, as applicableand such Guarantor, enforceable against it in accordance with their respective terms. ParentEach Borrower’s and the Borrowereach Guarantor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which each it is a party do not and will not conflict with, or constitute a violation or breach ofof (excluding conflicts, violations or breaches of any provision in any contract prohibiting the grant of a lien in specific leased or licensed assets), or result in the imposition of any Lien upon the property of the Borrower, Parent such Borrower or any of their its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which the such Borrower or Parent Subsidiary is a party or which is binding upon such Personit and which involves obligations in excess of $500,000, (b) any Requirement of Law applicable to Parent, the such Borrower or any of their its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws bylaws or the limited liability company or limited partnership agreement of such Person, the Borrower or any of their its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the 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 partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each of Parent and the The Borrower has taken all necessary corporate action (including without limitation, obtaining approval of its members stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a partyDocuments. This Agreement and the other Loan Documents to which each is a party have been duly executed and delivered by the Borrower or Parent, as applicableBorrower, and constitute the legal, valid and binding obligations of the Borrower or Parent, as applicableBorrower, enforceable against it in accordance with their respective termsterms without defense, setoff or counterclaim. Parent’s and the The Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents to which each 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 the creation or imposition of any Lien upon the property of the Borrower, Parent Borrower or any of their Subsidiaries, its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower or Parent is a party or which is binding upon such Personit, (b) any Requirement of Law applicable to Parent, the Borrower or any of their its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Person, the Borrower or any of their its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the 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 partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the CollateralSecurity Interest. Each of Parent and the The Borrower has taken all necessary corporate action (including obtaining approval of its members if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents Documents. No consent, approval, or authorization of, or filing with, any Public Authority, and no consent of, any other Person, is required in connection with the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for (a) those already duly obtained, (b) those required to which it is a partyperfect the Lender's Security Interest, and (c) the compliance with any of the conditions precedent set forth in Sections 10.4 and 10.10 hereof. This Agreement and the other Loan Documents to which each is a party have been duly executed and delivered by the Borrower or Parent, as applicable, and constitute the legal, valid and binding obligations obligation of the Borrower or Parent, as applicableBorrower, enforceable against it in accordance with their respective termsits terms without defense, setoff, or counterclaim. Parent’s and the The Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents to which each 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 the creation or imposition of any Lien upon the property Property of the Borrower, Parent or any of their Subsidiaries, Borrower (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, material mortgage, lease, agreement, indenture, or instrument to which the Borrower or Parent is a party or which is binding upon such Personit, (b) any Requirement of Law judg- ment, law, statute, rule or governmental regulation applicable to Parent, the Borrower or any of their SubsidiariesBorrower, or (c) the certificate Certificate or articles Articles of incorporation Incorporation or byBy-laws or Laws of the limited liability company or limited partnership agreement of such Person, the Borrower or any of their SubsidiariesBorrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the 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 partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each of Parent and the The Borrower has taken all necessary corporate action (including obtaining approval of its members 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 each is a party have been duly executed and delivered by the Borrower or Parent, as applicableBorrower, and constitute the legal, valid and binding obligations of the Borrower or Parent, as applicableBorrower, enforceable against it in accordance with their respective termsterms without defense, setoff or counterclaim. Parent’s and the The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which each is a party Documents, including the grant or perfection of the Agent’s Liens, do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower, Parent Borrower or any of their Subsidiaries, its Restricted Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower or Parent is a party or which is binding upon such Personit, (b) any Requirement of Law applicable to Parent, the Borrower or any of their its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement other organizational document of such Person, the Borrower or any of their its Restricted Subsidiaries.

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

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the The Borrower has the 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. Each of Parent and the The Borrower has taken all necessary action (including obtaining approval of its members 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 each it is a party have been duly executed and delivered by the Borrower or Parent, as applicableBorrower, and constitute the legal, valid and binding obligations of the Borrower or Parent, as applicableBorrower, enforceable against it in accordance with their respective termsterms except as may be limited by bankruptcy, insolvency or creditors’ rights laws generally. Parent’s and the The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which each it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of the Borrower, Parent Borrower or any of their its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which the Borrower or Parent is a party or which is binding upon such Personit, (b) any Requirement of Law applicable to Parent, the Borrower or any of their its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Person, the Borrower or any of their its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the Such Borrower has the 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 Administrative Agent Liens upon and security interests in the CollateralCollateral in which it has an interest. Each of Parent and the Such Borrower has taken all necessary action (including obtaining approval of its members stockholders or other equityholders if necessary) to authorize its execution, delivery, 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 each it is a party have been duly executed and delivered by the Borrower or Parent, as applicablesuch Borrower, and constitute the legal, valid and binding obligations of the Borrower or Parent, as applicablesuch Borrower, enforceable against it in accordance with their respective terms. Parent’s and the Such Borrower’s execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which each it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of the Borrower, Parent such Borrower or any of their its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, indenture or instrument to which the such Borrower or Parent any of its Subsidiaries is a party or which is binding upon such Personit or any of its Subsidiaries, (b) any Requirement of Law applicable to Parent, the such Borrower or any of their its Subsidiaries, or (c) the certificate or articles of incorporation or by-–laws or the limited liability company or limited partnership agreement or other organizational documents of such Person, the Borrower or any of their its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the 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 partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the CollateralSecurity Interest. Each of Parent and the The Borrower has taken all necessary corporate action (including obtaining approval of its members if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents Documents. No consent, approval, or authorization of, or filing with, any Public Authority, and no consent of, any other Person, is required in connection with the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for (a) those already duly obtained, (b) those required to which it is a partyperfect the Lender's Security Interest, and (c) the compliance with any of the conditions precedent set forth in Sections 10.4 and 10.10 hereof. This Agreement and the other Loan Documents to which each is a party have been duly executed and delivered by the Borrower or Parent, as applicable, and constitute the legal, valid and binding obligations obligation of the Borrower or Parent, as applicableBorrower, enforceable against it in accordance with their respective termsits terms without defense, setoff, or counterclaim. Parent’s and the The Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents to which each 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 the creation or imposition of any Lien upon the property Property of the Borrower, Parent or any of their Subsidiaries, Borrower (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, material mortgage, lease, agreement, indenture, or instrument to which the Borrower or Parent is a party or which is binding upon such Person, (b) any Requirement of Law applicable to Parent, the Borrower or any of their Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Person, the Borrower or any of their Subsidiaries.or

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the 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 partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the CollateralSecurity Interest. Each of Parent and the The Borrower has taken all necessary corporate action (including obtaining approval of its members if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents Documents. No consent, approval, or authorization of, or filing with, any Public Authority, and no consent of, any other Person, is required in connection with the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for (a) those already duly obtained, (b) those required to which it is a partyperfect the Lender's Security Interest, and (c) the compliance with any of the conditions precedent set forth in Sections 10.4 and 10.10 hereof. This Agreement and the other Loan Documents to which each is a party have been duly executed and delivered by the Borrower or Parent, as applicable, and constitute the legal, valid and binding obligations obligation of the Borrower or Parent, as applicableBorrower, enforceable against it in accordance with their respective termsits terms without defense, setoff, or counterclaim. Parent’s and the The Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents to which each 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 the creation or imposition of any Lien upon the property Property of the Borrower, Parent or any of their Subsidiaries, Borrower (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, material mortgage, lease, agreement, indenture, or instrument to which the Borrower or Parent is a party or which is binding upon such Personit, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to Parent, the Borrower or any of their SubsidiariesBorrower, or (c) the certificate Certificate or articles Articles of incorporation Incorporation or byBy-laws or Laws of the limited liability company or limited partnership agreement of such Person, the Borrower or any of their SubsidiariesBorrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the Borrower and OGAC has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant to the Agent Lender, Liens upon upon, and security interests in in, the Collateral. Each of Parent and the Borrower and OGAC has taken all necessary corporate action (including including, without limitation, obtaining approval of its members stockholders, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a partyDocuments. This Agreement and the other Loan Documents to which each is a party have been duly executed and delivered by the Borrower No consent, approval, or Parentauthorization of, as applicableor declaration or filing with, any Governmental Authority, and constitute the legalno consent of any other Person, valid and binding obligations of the Borrower or Parent, as applicable, enforceable against it is required in accordance connection with their respective terms. Parent’s and the Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this Agreement and the other Loan Documents has been duly executed and delivered by the Borrower and OGAC, and constitutes the legal, valid and binding obligation of the Borrower and OGAC, enforceable against them in accordance with their respective terms. The Borrower's and OGAC's execution, delivery, and performance of the Loan Documents to which each is they are respectively a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property Property of the Borrower, Parent Borrower or any of their Subsidiaries, OGAC by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower or Parent any of its Subsidiaries is a party or which is binding upon such Personit or its Property, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to Parent, the Borrower or any of their its Subsidiaries, or (c) the certificate Certificate of Incorporation or articles of incorporation or byBy-laws or the limited liability company or limited partnership agreement of such Person, the Borrower or any of their its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the Borrower has the power (corporate or otherwise) and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the its Collateral. Each of Parent and the Borrower has taken all necessary corporate or other action (including obtaining approval of its stockholders or members if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it Documents. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is a partyrequired in connection with any Borrower's execution, delivery and performance of this Agreement and the other Loan Documents, except for those already duly obtained and UCC filings duly made. This Agreement and the other Loan Documents to which each is a party have been duly executed and delivered by the Borrower or Parent, as applicableeach Borrower, and constitute the legal, valid and binding obligations obligation of the Borrower or Parent, as applicableeach Borrower, enforceable against it in accordance with their respective termsits terms without defense, setoff or counterclaim. Parent’s and the Each Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents to which each 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 the creation or imposition of any Lien upon the property of the Borrower, Parent any Borrower or any of their Subsidiaries, its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the any Borrower or Parent any of its Subsidiaries is a party or which is binding upon such Personit, (b) any Requirement of Law applicable to Parent, the any Borrower or any of their its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or certificate of organization of any Borrower as each has been amended under the limited liability company or limited partnership agreement Plan of such Person, the Borrower or any of their SubsidiariesReorganization.