Common use of Authorization, Validity and Enforceability Clause in Contracts

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each 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 the Obligations, and to grant to the Agent’s Liens upon and security interests in the Collateral. Each Loan Party 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 Loan Party, and constitute the legal, valid, and binding obligations of each Loan Party, enforceable against each such Loan Party in accordance with their respective terms except as enforceability may be limited by the Federal Bankruptcy Code or by any other state or federal bankruptcy or insolvency act or law and general principles of equity. 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 result in the imposition of any Lien (other than in favor of the Agent) upon the property of such Loan Party or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, material agreement, indenture, or instrument to which such Loan Party is a party or which is binding upon it, (b) any Requirement of Law applicable to 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 such Loan Party or any of its Restricted Subsidiaries. The Obligations under the Loan Documents are permitted by the applicable supplemental indenture for each Bond Debt.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each Loan Obligated 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, and to grant to the Agent’s , for the benefit of the Lenders, Liens upon and security interests in the Collateral. Each Loan Obligated Party 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 each Obligated Party is a party have been duly executed and delivered by each Loan Party, such Obligated Party and constitute the legal, valid, and binding obligations of each Loan Party, such Obligated Party enforceable against each such Loan Party it in accordance with their respective terms except as enforceability may be limited by the Federal Bankruptcy Code or by any other state or federal bankruptcy or insolvency act or law and general principles of equityterms. Each Loan 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 result in the imposition of any Lien (other than in favor of the Agent) upon the property of such Loan Obligated Party or any of its Subsidiaries, Subsidiaries by reason of the terms of of: (a) any contract, mortgage, lease, material agreement, indenture, or instrument to which such Loan Obligated Party is a party or which that is binding upon it, ; (b) any Requirement of Law applicable to such Loan 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 such Loan Obligated Party or any of its Restricted Subsidiaries. The Obligations under the Loan Documents are permitted by the applicable supplemental indenture for each Bond Debt, as applicable.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each Loan Party has the power and authority is duly authorized to execute, deliver, deliver and perform this Agreement and each of the other Senior Subordinated Loan Documents to which it is a party, party and to incur the Obligations, and to grant to borrowings or other obligations contemplated by the Agent’s Liens upon and security interests in the Collateralprovisions thereof. Each Loan Party has taken all necessary corporate action (including including, without limitation, obtaining approval of its stockholders if necessaryshareholders) to authorize its the execution, delivery, delivery and performance of this Agreement and each of the other Senior Subordinated Loan Documents to which it is a party. This Agreement No consent, approval or authorization of, or declaration or filing with, any governmental authority, and no consent of any other Person, is required in connection with the other execution, delivery and performance by each Loan Party of the Senior Subordinated Loan Documents to which it is a party. Each Senior Subordinated Loan Document to which each Loan Party is a party have has been duly executed and delivered by each Loan Party, such party and constitute constitutes the legal, valid, valid and binding obligations obligation of each Loan Partysuch party, enforceable against each such Loan Party it in accordance with their respective terms its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the Federal Bankruptcy Code enforcement of creditors' rights or by any other state or federal bankruptcy or insolvency act or law and general principles of equityequity limiting the availability of equitable remedies. Each Loan Party’s 's execution, delivery, delivery and performance of this Agreement and the other each Senior Subordinated Loan Documents Document to which it is a party do does 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 (other than in favor of the Agent) upon the its property of such Loan Party or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, material agreement, indenture, indenture or instrument to which such Loan Party it is a party or which is binding upon it, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to such Loan Party or any of its Subsidiaries, it or (c) the certificate its Articles or articles Certificate of incorporation Incorporation or byBy-laws or the limited liability company or limited partnership agreement of such Loan Party or any of its Restricted Subsidiaries. The Obligations under the Loan Documents are permitted by the applicable supplemental indenture for each Bond Debtlaws.

Authorization, Validity and Enforceability. of this Agreement and the Loan Other Transaction Documents. Each Such Loan Party has the corporate power and authority to execute, deliver, deliver and perform this Agreement and the other Loan Transaction Documents to which it is a party, to incur or guaranty, as applicable, the Obligations, and to grant to the Agent’s Agent Liens upon and security interests in the CollateralCollateral in which it has an interest. Each Such Loan Party has taken all necessary action corporate (including without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Transaction Documents to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Loan Party’s execution, delivery and performance of this Agreement or any of the other Transaction Documents to which it is a party except for those already duly obtained or made and which are in full force and effect. This Agreement and the other Loan Transaction Documents to which it such Loan Party is a party have been duly executed and delivered by each such Loan Party, and constitute the legal, valid, valid and binding obligations of each such Loan Party, enforceable against each such Loan Party it in accordance with their respective terms except as enforceability may be limited by the Federal Bankruptcy Code without defense, setoff or by any other state or federal bankruptcy or insolvency act or law and general principles of equitycounterclaim. Each Such Loan Party’s execution, delivery, and performance of this Agreement and the other Loan 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 the creation or imposition of any Lien (other than in favor of the Agent) upon the property of such Loan Party or any of its Subsidiaries, Subsidiaries by reason of the terms of (a) any material contract, mortgage, Lien, lease, material agreement, indenture, or instrument to which such Loan Party or any Subsidiary is a party or which is binding upon itit (other than pursuant to the Loan Documents and the Senior Secured Debt Documents), (b) any Requirement of Law applicable to 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 such Loan Party or any of its Restricted Subsidiaries. The Obligations under the Loan Documents are permitted by the applicable supplemental indenture for each Bond Debt.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each 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 the Obligations, and to grant to the Agent’s Liens upon and security interests in the Collateral. Each Loan Party 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 Loan Party, and constitute the legal, valid, and binding obligations of each Loan Party, enforceable against each such Loan Party in accordance with their respective terms except as enforceability may be limited by the Federal Bankruptcy Code or by any other state or federal bankruptcy or insolvency act or law and general principles of equity. 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 result in the imposition of any Lien (other than in favor of the Agent) upon the property of such Loan Party or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, material agreement, indenture, or instrument to which such Loan Party is a party or which is binding upon it, (b) any Requirement of Law applicable to 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 such Loan Party or any of its Restricted Subsidiaries. The Obligations under the Loan Documents are permitted by the applicable supplemental indenture for each Bond Debt.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each 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 the Obligations, and to grant to the Agent’s 's Liens upon and security interests in the Collateral. Each Loan Party 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 Loan Party, and constitute the legal, valid, and binding obligations of each Loan Party, enforceable against each such Loan Party in accordance with their respective terms except as enforceability may be limited by the Federal Bankruptcy Code or by any other state or federal bankruptcy or insolvency act or law and general principles of equity. Each Loan Party’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 (other than in favor of the Agent) upon the property of such Loan Party or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, material agreement, indenture, or instrument to which such Loan Party is a party or which is binding upon it, (b) any Requirement of Law applicable to 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 such Loan Party or any of its Restricted Subsidiaries. The Obligations under the Loan Documents are permitted by the applicable supplemental indenture for each Bond Debt.