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 Borrower has the corporate or other legal power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party and to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower has taken all necessary 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 Borrower, and constitute the legal, valid and binding obligations of such Borrower, enforceable against it in accordance with their respective terms. Each 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 (i) result in the imposition of any Lien (other than the Agent's Liens) upon the property of such Borrower, by reason of the terms of (1) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it (including any of the foregoing entered into after the Petition Date), (2) any Requirement of Law applicable to such Borrower, or (3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrower or (ii) conflict with, or constitute a violation of (1) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it and that was entered into after the Petition Date, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect, (2) any Requirement of Law applicable to such Borrower, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect or (3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower Credit Party has the corporate or other legal power and authority to execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party and party, to incur the ObligationsObligations hereunder or under the Parent Guaranty, as applicable, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower Credit Party has taken all necessary action (including obtaining approval of its stockholders or other equityholders, 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 (other than those not required to be in effect on the date of this representation) to which it is a party have been duly executed and delivered by each BorrowerCredit Party, and constitute the legal, valid and binding obligations of such Borrowereach Credit Party, enforceable against it in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights or by the effect of general equitable principles. Each Borrower's 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 (i) conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Agent's Liens) upon the property of such Borrowereach Credit Party or any of its Subsidiaries, by reason of the terms of (1a) any material contract, mortgage, lease, agreement, indenture, or instrument to which such any Borrower is a party or which is binding upon it (including any of the foregoing entered into after the Petition Date)it, (2b) any Requirement of Law applicable to such Borrowerany Credit Party or any of its Subsidiaries, or (3c) the certificate or articles of incorporation or by-laws bylaws or the limited liability company or limited partnership agreement of such Borrower any Credit Party or (ii) conflict with, or constitute a violation any of (1) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it and that was entered into after the Petition Date, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect, (2) any Requirement of Law applicable to such Borrower, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect or (3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrowerits Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower and each of its Subsidiaries has the corporate or other legal power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party and to grant the Lender's Liens and, with respect to the Borrowers only, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower and each Subsidiary has taken all necessary 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 BorrowerBorrower and each Subsidiary party thereto, and constitute the legal, valid and binding obligations of each Borrower and each such BorrowerSubsidiary, enforceable against it in accordance with their its respective termsterms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other similar laws affecting creditors' rights generally and as limited by general principles of equity. Each BorrowerBorrowers' and each Subsidiary's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not (i) conflict with or constitute a violation or breach of, in each case to the extent not waived in writing, or result in the imposition of any Lien (other than the Agent's Liens) upon the property of such Borrowerthe Borrowers or any of their Subsidiaries, by reason of the terms of (1a) any contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower or any such Borrower Subsidiary is a party or which is binding upon it (including any of the foregoing entered into after the Petition Date)it, (2b) any Requirement of Law applicable to such Borrowerthe Borrowers or any of their Subsidiaries, or (3c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrower the Borrowers or (ii) conflict with, or constitute a violation any of (1) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it and that was entered into after the Petition Date, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect, (2) any Requirement of Law applicable to such Borrower, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect or (3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrowertheir Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower Credit Party has the corporate or other legal power and authority to execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party and party, to incur the ObligationsObligations hereunder or under _________ the Parent Guaranty, as applicable, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower Credit Party has taken all necessary action (including obtaining approval of its stockholders or other equityholders, 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 (other than those not required to be in effect on the date of this representation) to which it is a party have been duly executed and delivered by each BorrowerCredit Party, and constitute the legal, valid and binding obligations of such Borrowereach Credit Party, enforceable against it in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights or by the effect of general equitable principles. Each Borrower's 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 (i) conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Agent's Liens) upon the property of such Borrowereach Credit Party or any of its Subsidiaries, by reason of the terms of (1a) any material contract, mortgage, lease, agreement, indenture, or instrument to which such any Borrower is a party or which is binding upon it (including any of the foregoing entered into after the Petition Date)it, (2b) any Requirement of Law applicable to such Borrowerany Credit Party or any of its Subsidiaries, or (3c) the certificate or articles of incorporation or by-laws bylaws or the limited liability company or limited partnership agreement of such Borrower any Credit Party or (ii) conflict with, or constitute a violation any of (1) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it and that was entered into after the Petition Date, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect, (2) any Requirement of Law applicable to such Borrower, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect or (3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrowerits Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each The Borrower has the corporate or other legal power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party and party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each The Borrower has taken all necessary 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 the Borrower, and constitute the legal, valid and binding obligations of such the Borrower, enforceable against it in accordance with their respective terms. Each The Borrower's ’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 (i) 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 (other than the Agent's Liens) upon the property of such Borrowerthe Borrower or any of its Subsidiaries, by reason of the terms of (1a) any contract, mortgage, lease, agreement, indenture, or instrument to which such the Borrower is a party or which is binding upon it (including any and which involves obligations in excess of the foregoing entered into after the Petition Date)$500,000, (2b) any Requirement of Law applicable to such Borrowerthe Borrower or any of its Subsidiaries, or (3c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such the Borrower or (ii) conflict with, or constitute a violation any of (1) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it and that was entered into after the Petition Date, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect, (2) any Requirement of Law applicable to such Borrower, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect or (3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrowerits Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each The Borrower has the corporate or other legal power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents to which it is a party and party, to incur the Obligations, and to grant to the Agent Agent, for the benefit of the Lenders, Liens upon and security interests in the Collateral. Each The Borrower has taken all necessary action (including without limitation, 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 Borrower, the Borrower and constitute the legal, valid valid, and binding obligations of such Borrower, the Borrower enforceable against it in accordance with their respective terms. Each The Borrower's ’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not (i) conflict with, constitute a violation or breach of, or result in the imposition of any Lien (other than the Agent's Liens) upon the property of such Borrower, the Borrower or any of its Subsidiaries by reason of the terms of of: (1a) any contract, mortgage, lease, agreement, indenture, or instrument to which such the Borrower is a party or which is binding upon it it; (including any of the foregoing entered into after the Petition Date), (2b) any Requirement of Law applicable to such Borrower, the Borrower or any of its Subsidiaries; or (3c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such the Borrower or (ii) conflict withany of its Subsidiaries, as applicable. None of the Petroleum Product owned or constitute a violation of (1) any contract, mortgage, lease, agreement, indenture, or instrument to which such purchased by the Borrower is subject to a party or which is binding upon it and that was entered into after First Purchaser Lien except as the Petition Date, except where such conflict, violation or breach would not reasonably be expected to Borrower may have a Material Adverse Effect, (2) any Requirement of Law applicable to such Borrower, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect or (3) previously notified the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such BorrowerAgent in accordance with Section 5.3(k).