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 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 Lender Liens upon and security interests in the Collateral. Each 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 each Borrower, and constitute the legal, valid and binding obligations of such Borrower, enforceable against it in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 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 conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of Parent or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which Parent or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Parent 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 Parent or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Such 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 Lender Agent Liens upon and security interests in the Collateral. Each Such Borrower has taken all necessary corporate action (including obtaining approval of its stockholders shareholders 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 such Borrower, and constitute the legal, valid and binding obligations of such Borrower, enforceable against it in accordance with their respective terms, terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ ' rights generally or by equitable principles relating to enforceability. Each Such 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, or result in the imposition of any Lien upon the property of Parent such Borrower or any of its Restricted Subsidiaries, by reason of the terms of (a) any material contract, mortgage, charge, lease, agreement, indenture, or instrument to which Parent such Borrower or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Parent such Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or memorandum and articles of association or by-laws or the limited liability company or limited partnership agreement of Parent such Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each 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 Lender Agent Liens upon and security interests in the Collateral. Each 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 each the Borrower, and constitute the legal, valid and binding obligations of such the Borrower, enforceable against it in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ ' rights generally or by equitable principles relating to enforceability. 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, or result in the imposition of any Lien upon the property of Parent the Borrower or any of its Restricted Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which Parent the Borrower or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Parent the Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of Parent the Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each 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 Lender Liens upon and security interests in the CollateralCollateral to the Collateral Agent. Each Borrower has taken all necessary corporate action (including obtaining approval of its stockholders 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 each Borrower, enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws relating to or limiting affecting the enforcement of creditors’ rights generally or and by equitable general principles relating to enforceabilityof equity. 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 conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of Parent such Borrower or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which Parent or any of its Subsidiaries such Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to Parent such 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 Parent such Borrower or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower has The 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 Lender Agent Liens upon and security interests in the Collateral. Each Borrower has The 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 each Borrower, and constitute the legal, valid and binding obligations of such each Borrower, enforceable against it in accordance with their respective terms, except as may be limited by terms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium moratoriums or other similar laws relating to or limiting creditors’ loans affecting the rights generally or by equitable principles relating to enforceabilityand remedies of creditors generally). Each Borrower’s The 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 result in the imposition of any Lien upon the property of the Parent or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, contract or agreement or instrument to which Parent or any of its Subsidiaries Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to Parent or any of its SubsidiariesBorrower, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of Parent or any of its SubsidiariesBorrower.