Common use of Corporate Authority and Validity of Obligations Clause in Contracts

Corporate Authority and Validity of Obligations. Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Agent the Liens provided for in the Collateral Documents being executed by it, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. Each Guarantor has full right and authority to enter into the Loan Documents to which it is a party, to grant to the Agent the Liens provided for in the Collateral Documents executed by it and to perform all of its obligations under such Loan Documents. The Loan Documents have been duly authorized, executed and delivered by the Borrowers and Guarantors and constitute valid and binding obligations of the Borrowers and Guarantors enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Borrower or Guarantor of any of the matters and things herein or therein provided for, contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any Borrower or Guarantor or any provision of the charter, articles of incorporation or organization or by-laws of any Borrower or Guarantor or any covenant, indenture or agreement of the Borrowers or Guarantors or affecting any of their Properties, or result in the creation or imposition of any Lien on any Property of the Borrowers or Guarantors.

Corporate Authority and Validity of Obligations. Each Borrower The Company has full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Company, to make the borrowings herein provided for, to grant issue its Notes in evidence thereof, to apply for the Agent issuance of the Liens provided for in the Collateral Documents being executed by itLetters of Credit, and to perform all of its obligations hereunder and under the other Loan Documents Documents, to which it is a party. Each Guarantor has full right and authority to enter into the Loan Documents this Agreement as a signatory hereto or pursuant to which it is a party, to grant to the Agent the Liens provided for in the Collateral Documents executed by it Subsidiary Guarantee Agreement and to perform all of its obligations under such hereunder or thereunder. Each Loan Documents. The Loan Documents have Document to which the Company or any Guarantor is a party has been duly authorized, executed and delivered by the Borrowers Company or such Guarantor, as the case may be, and Guarantors and constitute constitutes a valid and binding obligations obligation of the Borrowers and Guarantors Company or such Guarantor, enforceable in accordance with their terms except as enforceability may be limited by bankruptcyits terms, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless and bankruptcy, reorganization, insolvency and similar laws of whether the general application to enforcement of such principles is considered in a proceeding in equity or at law); and this Agreement and the other creditors' rights. No Loan Documents do notDocument, nor does the performance or observance by the Company or any Borrower or Guarantor of any of the matters and or things herein or therein provided for, contravene or constitute a default under contravenes any provision of law or any judgment, injunction, order charter or decree binding upon by-law provision of the Company or any Borrower or Guarantor or any provision Contractual Obligation of or affecting the charter, articles of incorporation Company or organization or by-laws of any Borrower or Guarantor or any covenant, indenture or agreement of the Borrowers or Guarantors or affecting any of their Properties, respective Properties which if breached would reasonably be expected to have a Material Adverse Effect or result results in or requires the creation or imposition of any Lien on any Property of the Borrowers Properties or Guarantorsrevenues of the Company or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents.

Corporate Authority and Validity of Obligations. Each Borrower has full right corporate or limited liability company power and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to issue the Agent the Liens provided for Notes in the Collateral Documents being executed by itevidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. Each Guarantor has full right corporate or limited liability company power and authority to enter into the Loan Documents this Agreement pursuant to which it is a party, to grant to the Agent the Liens provided for in the Collateral Documents executed by it an Additional Guarantor Supplement and to perform all of its obligations under such Obligations hereunder. Each Loan Documents. The Loan Documents have Document to which any Borrower or any Guarantor is a party has been duly authorized, executed and delivered by such Borrower or such Guarantor, as the Borrowers case may be, and Guarantors and constitute constitutes the valid and binding obligations obligation of the Borrowers and Guarantors such Borrower or such Guarantor enforceable in accordance with their its terms except as enforceability may be limited by bankruptcy, insolvency insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other . No Loan Documents do notDocument, nor does the performance or observance by any Borrower or any Guarantor of any of the matters and things herein or therein provided for, contravene contravenes or constitute constitutes a default under any provision of law or any judgment, injunction, order or decree binding upon any Borrower or any Guarantor or any provision of the charter, articles of incorporation or organization or by-laws (or equivalent organizational document) of any Borrower or any Guarantor or any covenant, indenture or agreement of the Borrowers or Guarantors or affecting any Borrower or any Guarantor or any of their respective Properties, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or result in the creation or imposition of any Lien on any Property of the Borrowers any Borrower or Guarantorsany Guarantor.

Corporate Authority and Validity of Obligations. Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Agent the Liens provided for in the Collateral Documents being executed by it, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. Each Guarantor has full right and authority to enter into the Loan Documents to which it is a party, to grant to the Agent the Liens provided for in the Collateral Documents executed by it and to perform all of its obligations under such Loan Documents. The Loan Documents have been duly authorized, executed and delivered by the Borrowers and Guarantors and constitute valid and binding obligations of the Borrowers and Guarantors enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Borrower or Guarantor of any of the matters and things herein or therein provided for, contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any Borrower or Guarantor or any provision of the charter, articles of incorporation or organization or by-laws by‑laws of any Borrower or Guarantor or any covenant, indenture or agreement of the Borrowers or Guarantors or affecting any of their Properties, or result in the creation or imposition of any Lien on any Property of the Borrowers or Guarantors.

Corporate Authority and Validity of Obligations. Each The Borrower has full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to issue the Term Notes in evidence thereof, to grant to the Administrative Agent the Liens provided for in the Collateral Documents being executed by it, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. Each Guarantor has full right and authority to enter into the Loan Documents to which it is a party, to grant to the Administrative Agent the Liens provided for in the Collateral Documents executed by it and to perform all of its obligations under such Loan Documents. The Loan Documents have been duly authorized, executed and delivered by the Borrowers Borrower and Guarantors and constitute valid and binding obligations of the Borrowers Borrower and Guarantors enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any the Borrower or any Guarantor of any of the matters and things herein or therein provided for, contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any the Borrower or any Guarantor or any provision of the charter, articles of incorporation or organization or by-laws of any the Borrower or any Guarantor or any covenant, indenture or agreement of the Borrowers Borrower or the Guarantors or affecting any of their Properties, or result in the creation or imposition of any Lien on any Property of the Borrowers Borrower or the Guarantors.

Corporate Authority and Validity of Obligations. Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Agent the Liens provided for in the Collateral Documents being executed by it, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. Each Guarantor has full right and authority to enter into the Loan Documents to which it is a party, to grant to the Agent the Liens provided for in the Collateral Documents executed by it and to perform all of its obligations under such Loan Documents. The Loan Documents have been duly authorized, executed and delivered by the Borrowers and Guarantors and constitute valid and binding obligations of the Borrowers and Guarantors enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Borrower or Guarantor of any of the matters and things herein or therein provided for, contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any Borrower or Guarantor or any provision of the charter, articles of incorporation or organization or by-laws by‑laws of any Borrower or Guarantor or any covenant, indenture or agreement of the Borrowers or Guarantors or affecting -33- any of their Properties, or result in the creation or imposition of any Lien on any Property of the Borrowers or Guarantors.

Corporate Authority and Validity of Obligations. Each The Borrower has full right corporate power and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Agent the Liens provided for issue its Notes in the Collateral Documents being executed by itevidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. Each Guarantor has full right corporate power and authority to enter into the Loan Documents this Agreement as a signatory hereto or pursuant to which it is a party, to grant to the Agent the Liens provided for in the Collateral Documents executed by it an Additional Guarantor Supplement and to perform all of its obligations under such hereunder. Each Loan Documents. The Loan Documents have Document to which the Borrower or any Guarantor is a party has been duly authorized, executed and delivered by the Borrowers Borrower or such Guarantor, as the case may be, and Guarantors and constitute constitutes the valid and binding obligations obligation of the Borrowers and Guarantors Borrower or such Guarantor enforceable in accordance with their its terms except as enforceability may be limited by bankruptcy, insolvency insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other . No Loan Documents do notDocument, nor does the performance or observance by any the Borrower or any Guarantor of any of the matters and things herein or therein provided for, contravene contravenes or constitute constitutes a default under any provision of law or any judgment, injunction, order or decree binding upon any the Borrower or any Guarantor or any provision of the charter, articles of incorporation or organization or by-laws of any the Borrower or any Guarantor or any covenant, indenture or agreement of the Borrowers or Guarantors or affecting the Borrower or any Guarantor or any of their respective Properties, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or result in the creation or imposition of any Lien on any Property of the Borrowers Borrower or Guarantorsany Guarantor.

Corporate Authority and Validity of Obligations. Each Borrower has full right corporate or limited liability company power and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to issue the Agent the Liens provided for Notes in the Collateral Documents being executed by itevidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. Each Guarantor has full right corporate or limited liability company power and authority to enter into the Loan Documents to which it is a party, to grant this Agreement pursuant to the Agent the Liens provided for in the Collateral Documents executed by it Subsidiary Guaranty and to perform all of its obligations under such Obligations hereunder. Each Loan Documents. The Loan Documents have Document to which any Borrower or any Guarantor is a party has been duly authorized, executed and delivered by such Borrower or such Guarantor, as the Borrowers case may be, and Guarantors and constitute constitutes the valid and binding obligations obligation of the Borrowers and Guarantors such Borrower or such Guarantor enforceable in accordance with their its terms except as enforceability may be limited by bankruptcy, insolvency insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other . No Loan Documents do notDocument, nor does the performance or observance by any Borrower or any Guarantor of any of the matters and things herein or therein provided for, contravene (a) contravenes or constitute constitutes a default under any provision of law or any judgment, injunction, order or decree binding upon any Borrower or any Guarantor or any provision of the charter, articles of incorporation or organization or by-laws (or equivalent organizational document) of any Borrower or Guarantor any Guarantor, (b) contravenes or constitutes a default under any covenant, indenture or agreement of the Borrowers or Guarantors or affecting any Borrower or any Guarantor or any of their respective Properties, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrowers any Borrower or Guarantorsany Guarantor.

Corporate Authority and Validity of Obligations. Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to issue the Revolving Credit Notes in evidence thereof, to grant to the Agent the Liens provided for in the Collateral Documents being executed by it, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. Each Guarantor has full right and authority to enter into the Loan Documents to which it is a party, to grant to the Agent the Liens provided for in the Collateral Documents executed by it and to perform all of its obligations under such Loan Documents. The Loan Documents have been duly authorized, executed and delivered by the Borrowers and Guarantors and constitute valid and binding obligations of the Borrowers and Guarantors enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Borrower or Guarantor of any of the matters and things herein or therein provided for, contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any Borrower or Guarantor or any provision of the charter, articles of incorporation or organization or by-laws of any Borrower or Guarantor or any covenant, indenture or agreement of the Borrowers or Guarantors or affecting any of their Properties, or result in the creation or imposition of any Lien on any Property of the Borrowers or Guarantors.

Corporate Authority and Validity of Obligations. Each The Borrower has full right corporate power and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Agent the Liens provided for issue its Notes in the Collateral Documents being executed by itevidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. Each Guarantor has full right corporate power and authority to enter into the Loan Documents this Agreement as a signatory hereto or pursuant to which it is a party, to grant to the Agent the Liens provided for in the Collateral Documents executed by it an Additional Guarantor Supplement and to perform all of its obligations under such hereunder. Each Loan Documents. The Loan Documents have Document to which the Borrower or any Guarantor is a party has been duly authorized, executed and delivered by the Borrowers Borrower or such Guarantor, as the case may be, and Guarantors and constitute constitutes the valid and binding obligations obligation of the Borrowers and Guarantors Borrower or such Guarantor enforceable in accordance with their its terms except as enforceability may be limited by bankruptcy, insolvency insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other . No Loan Documents do notDocument, nor does the performance or observance by any the Borrower or any Guarantor of any of the matters and things herein or therein provided for, contravene contravenes or constitute constitutes a default under any provision of law or any judgment, injunction, order or decree binding upon any the Borrower or any Guarantor or any provision of the charter, articles of incorporation or organization or by-laws of any the Borrower or any Guarantor or any covenant, indenture or agreement of the Borrowers or Guarantors or affecting the Borrower or any Guarantor or any of their respective Properties, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or result in the creation or imposition of any Lien on any Property of the Borrowers Borrower or Guarantorsany Guarantor.