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 Borrower Obligor party thereto 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 CollateralAgent’s Liens. Each of Parent and the Borrower Obligor party thereto has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its members stockholders 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 applicableeach Obligor party thereto, and constitute the legal, valid and binding obligations of the Borrower or Parent, as applicableeach such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Parent’s and the BorrowerEach Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which each it is a party party, and the consummation of the Transactions, do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of the Borrower, Parent such Obligor or any of their its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which the Borrower or Parent such Obligor is a party or which is binding upon such Personit, (b) any Requirement of Law applicable to Parent, the Borrower such Obligor 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 any Charter Documents of such Person, the Borrower Obligor or any of their its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the Borrower Obligor party thereto 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 CollateralAgent’s Liens. Each of Parent and the Borrower Obligor party thereto has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its members stockholders 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 applicableeach Obligor party thereto, and constitute the legal, valid and binding obligations of the Borrower or Parent, as applicableeach such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Parent’s and the BorrowerEach Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which each it is a party party, and the consummation of the Transactions, do not and will not (x) 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 such Obligor 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 Borrower such Obligor 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 any Charter Documents of such Person, the Borrower Obligor or any of their its Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the Borrower Party 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, party and to grant to the Agent Liens upon and security interests in the CollateralCollateral with respect to which it has rights, title or ownership and each Borrower has the authority to incur the Obligations. Each of Parent and the Borrower Party 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 applicableParty, and constitute the legal, valid and binding obligations of the such Borrower or Parent, as applicableParty, enforceable against it in accordance with their respective termsterms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Parent’s and the BorrowerEach Borrower Party’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 (other than the Liens created by this Agreement and the other Loan Documents) upon the property of the Borrower, Parent 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 Parent or Parent such Subsidiary is a party or which is binding upon such Personit, (b) any Requirement of Law applicable to Parent, the Borrower Parent or any of their its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company operating agreement or limited partnership agreement of such Person, the Borrower or any of their SubsidiariesParty.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the Borrower Credit Parties 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 Collateral. Each of Parent and the Borrower Credit Parties has taken all necessary action (including obtaining approval of its members or 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 applicableCredit Parties, and constitute the legal, valid and binding obligations of the Borrower or Parent, as applicableeach, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Parent’s and Each of the Borrower’s Credit Parties’ 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 such Credit Party or any of their Subsidiariesthe Consolidated Parties, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which the Borrower or Parent a Credit Party is a party or which is binding upon such Personit, (b) any material Requirement of Law applicable to Parent, the Borrower a Credit Party or any of their Subsidiariesthe Consolidated Parties, or (c) the certificate or articles of incorporation or organization, by-laws or the laws, limited liability company or limited partnership agreement of such Person, the Borrower a Credit Party or any of their Subsidiariesthe Consolidated Parties.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each of Parent and the Borrower Such Loan Party 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 and/or guaranty, as applicable, the Obligations, and to grant to the Agent Liens upon and security interests in the CollateralCollateral in which it has an interest. Each of Parent and the Borrower Such Loan Party 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 Loan Party, and constitute the legal, valid and binding obligations of the Borrower or Parent, as applicablesuch Loan Party, enforceable against it in accordance with their respective termsterms (except as such enforceability may be subject to bankruptcy, insolvency, moratorium, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors generally and except as the same may be subject to the effect of general principles of equity). Parent’s and the Borrower’s Such Loan Party's execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which each it is a party and the consummation of the transactions contemplated hereby and thereby 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 Loan Party or any of their Subsidiariesits Subsidiaries (other than Liens granted by such Loan Party under any of the Loan Documents), by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, indenture or instrument to which the Borrower such Loan Party 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 Borrower such Loan Party or any of their its Subsidiaries, or (c) the certificate or articles of incorporation or incorporation, by-laws or the limited liability company or limited partnership agreement or other organizational documents of such Person, the Borrower Loan Party or any of their its Subsidiaries.