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

Corporate Authority and Validity of Obligations. 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 issue its Notes in evidence thereof, to apply for the issuance of the Letters of Credit, and to perform all of its obligations under the Loan Documents, to which it is a party. Each Guarantor has full right and authority to enter into this Agreement as a signatory hereto or pursuant to a Subsidiary Guarantee Agreement and to perform all of its obligations hereunder or thereunder. Each Loan Document to which the Company or any Guarantor is a party has been duly authorized, executed and delivered by the Company or such Guarantor, as the case may be, and constitutes a valid and binding obligation of the Company or such Guarantor, enforceable in accordance with its terms, subject to general principles of equity and bankruptcy, reorganization, insolvency and similar laws of general application to enforcement of creditors' rights. No Loan Document, nor the performance or observance by the Company or any Guarantor of any of the matters or things therein provided for, contravenes any provision of law or any charter or by-law provision of the Company or any Guarantor or any Contractual Obligation of or affecting the Company or any Guarantor or any of their respective Properties which if breached would reasonably be expected to have a Material Adverse Effect or results in or requires the creation or imposition of any Lien on any of the Properties or revenues 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. The Company Each Borrower 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 issue its Notes grant to the Agent the Liens provided for in evidence thereof, to apply for the issuance of the Letters of CreditCollateral Documents being executed by it, 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 this Agreement as the Loan Documents to which it is a signatory hereto or pursuant party, to a Subsidiary Guarantee Agreement grant to the Agent the Liens provided for in the Collateral Documents executed by it and to perform all of its obligations hereunder or thereunderunder such Loan Documents. Each The Loan Document to which the Company or any Guarantor is a party has Documents have been duly authorized, executed and delivered by the Company or such Guarantor, as the case may be, Borrowers and constitutes a Guarantors and constitute valid and binding obligation obligations of the Company or such Guarantor, Borrowers and Guarantors enforceable in accordance with its termstheir terms except as enforceability may be limited by bankruptcy, subject to 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 bankruptcy, reorganization, insolvency this Agreement and similar laws of general application to enforcement of creditors' rights. No the other Loan DocumentDocuments do not, nor does the performance or observance by the Company any Borrower or any Guarantor of any of the matters and things herein or things therein provided for, contravenes contravene or constitute a default under any provision of law or any charter judgment, injunction, order or decree binding upon any Borrower or Guarantor or any provision of the charter, articles of incorporation or organization or by-law provision laws of the Company any Borrower or any Guarantor or any Contractual Obligation covenant, indenture or agreement of the Borrowers or Guarantors or affecting the Company or any Guarantor or any of their respective Properties which if breached would reasonably be expected to have a Material Adverse Effect Properties, or results result in or requires the creation or imposition of any Lien on any Property of the Properties Borrowers or revenues of the Company or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral DocumentsGuarantors.

Corporate Authority and Validity of Obligations. The Company Each Borrower 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 issue its Notes grant to the Agent the Liens provided for in evidence thereof, to apply for the issuance of the Letters of CreditCollateral Documents being executed by it, 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 this Agreement as the Loan Documents to which it is a signatory hereto or pursuant party, to a Subsidiary Guarantee Agreement grant to the Agent the Liens provided for in the Collateral Documents executed by it and to perform all of its obligations hereunder or thereunderunder such Loan Documents. Each The Loan Document to which the Company or any Guarantor is a party has Documents have been duly authorized, executed and delivered by the Company or such Guarantor, as the case may be, Borrowers and constitutes a Guarantors and constitute valid and binding obligation obligations of the Company or such Guarantor, Borrowers and Guarantors enforceable in accordance with its termstheir terms except as enforceability may be limited by bankruptcy, subject to 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 bankruptcy, reorganization, insolvency this Agreement and similar laws of general application to enforcement of creditors' rights. No the other Loan DocumentDocuments do not, nor does the performance or observance by the Company any Borrower or any Guarantor of any of the matters and things herein or things therein provided for, contravenes contravene or constitute a default under any provision of law or any charter judgment, injunction, order or by-law decree binding upon any Borrower or Guarantor or any provision of the Company charter, articles of incorporation or organization or by‑laws of any Borrower or Guarantor or any Contractual Obligation covenant, indenture or agreement of the Borrowers or Guarantors or affecting the Company or any Guarantor or any of their respective Properties which if breached would reasonably be expected to have a Material Adverse Effect Properties, or results result in or requires the creation or imposition of any Lien on any Property of the Properties Borrowers or revenues of the Company or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral DocumentsGuarantors.

Corporate Authority and Validity of Obligations. The Company 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 grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Company, to make the borrowings herein provided for, to issue its the Notes in evidence thereof, to apply for the issuance of the Letters 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 corporate or limited liability company power and authority to enter into this Agreement as a signatory hereto or pursuant to a Subsidiary Guarantee Agreement an Additional Guarantor Supplement and to perform all of its obligations hereunder or thereunderObligations hereunder. Each Loan Document to which the Company any Borrower or any Guarantor is a party has been duly authorized, executed and delivered by the Company such Borrower or such Guarantor, as the case may be, and constitutes a the valid and binding obligation of the Company such Borrower or such Guarantor, Guarantor enforceable in accordance with its termsterms except as enforceability may be limited by bankruptcy, subject to insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity and bankruptcy, reorganization, insolvency and similar laws (regardless of general whether the application to enforcement of creditors' rightssuch principles is considered in a proceeding in equity or at law). No Loan Document, nor the performance or observance by the Company any Borrower or any Guarantor of any of the matters and things herein or things therein provided for, contravenes or constitutes a default under any provision of law or any charter judgment, injunction, order or by-law provision of the Company decree binding upon any Borrower or any Guarantor or any Contractual Obligation provision of the charter, articles of incorporation or by-laws (or equivalent organizational document) of any Borrower or any Guarantor or any covenant, indenture or agreement of or affecting the Company any Borrower or any Guarantor or any of their respective Properties which if breached would Properties, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect Effect, or results result in or requires the creation or imposition of any Lien on any Property of the Properties or revenues of the Company any Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral DocumentsGuarantor.

Corporate Authority and Validity of Obligations. The Company Each Borrower 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 issue its Notes grant to the Agent the Liens provided for in evidence thereof, to apply for the issuance of the Letters of CreditCollateral Documents being executed by it, 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 this Agreement as the Loan Documents to which it is a signatory hereto or pursuant party, to a Subsidiary Guarantee Agreement grant to the Agent the Liens provided for in the Collateral Documents executed by it and to perform all of its obligations hereunder or thereunderunder such Loan Documents. Each The Loan Document to which the Company or any Guarantor is a party has Documents have been duly authorized, executed and delivered by the Company or such Guarantor, as the case may be, Borrowers and constitutes a Guarantors and constitute valid and binding obligation obligations of the Company or such Guarantor, Borrowers and Guarantors enforceable in accordance with its termstheir terms except as enforceability may be limited by bankruptcy, subject to 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 bankruptcy, reorganization, insolvency this Agreement and similar laws of general application to enforcement of creditors' rights. No the other Loan DocumentDocuments do not, nor does the performance or observance by the Company any Borrower or any Guarantor of any of the matters and things herein or things therein provided for, contravenes contravene or constitute a default under any provision of law or any charter judgment, injunction, order or by-law decree binding upon any Borrower or Guarantor or any provision of the Company charter, articles of incorporation or organization or by‑laws of any Borrower or Guarantor or any Contractual Obligation covenant, indenture or agreement of the Borrowers or Guarantors or affecting the Company or any Guarantor or -33- any of their respective Properties which if breached would reasonably be expected to have a Material Adverse Effect Properties, or results result in or requires the creation or imposition of any Lien on any Property of the Properties Borrowers or revenues of the Company or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral DocumentsGuarantors.

Corporate Authority and Validity of Obligations. The Company 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 grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Company, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to apply for the issuance of the Letters 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 corporate power and authority to enter into this Agreement as a signatory hereto or pursuant to a Subsidiary Guarantee Agreement an Additional Guarantor Supplement and to perform all of its obligations hereunder or thereunderhereunder. Each Loan Document to which the Company Borrower or any Guarantor is a party has been duly authorized, executed and delivered by the Company Borrower or such Guarantor, as the case may be, and constitutes a the valid and binding obligation of the Company Borrower or such Guarantor, Guarantor enforceable in accordance with its termsterms except as enforceability may be limited by bankruptcy, subject to insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally and general principles of equity and bankruptcy, reorganization, insolvency and similar laws (regardless of general whether the application to enforcement of creditors' rightssuch principles is considered in a proceeding in equity or at law). No Loan Document, nor the performance or observance by the Company Borrower or any Guarantor of any of the matters and things herein or things therein provided for, contravenes or constitutes a default under any provision of law or any charter judgment, injunction, order or by-law provision of decree binding upon the Company Borrower or any Guarantor or any Contractual Obligation provision of the charter, articles of incorporation or by-laws of the Borrower or any Guarantor or any covenant, indenture or agreement of or affecting the Company Borrower or any Guarantor or any of their respective Properties which if breached would Properties, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect Effect, or results result in or requires the creation or imposition of any Lien on any Property of the Properties or revenues of the Company Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral DocumentsGuarantor.

Corporate Authority and Validity of Obligations. The Company Borrower 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 issue its the Term Notes in evidence thereof, to apply grant to the Administrative Agent the Liens provided for in the issuance of the Letters of CreditCollateral Documents being executed by it, 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 this Agreement as the Loan Documents to which it is a signatory hereto or pursuant party, to a Subsidiary Guarantee Agreement grant to the Administrative Agent the Liens provided for in the Collateral Documents executed by it and to perform all of its obligations hereunder or thereunderunder such Loan Documents. Each The Loan Document to which the Company or any Guarantor is a party has Documents have been duly authorized, executed and delivered by the Company or such Guarantor, as the case may be, Borrower and constitutes a Guarantors and constitute valid and binding obligation obligations of the Company or such Guarantor, Borrower and Guarantors enforceable in accordance with its termstheir terms except as enforceability may be limited by bankruptcy, subject to 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 bankruptcy, reorganization, insolvency this Agreement and similar laws of general application to enforcement of creditors' rights. No the other Loan DocumentDocuments do not, nor does the performance or observance by the Company Borrower or any Guarantor of any of the matters and things herein or things therein provided for, contravenes contravene or constitute a default under any provision of law or any charter judgment, injunction, order or by-law provision of decree binding upon the Company Borrower or any Guarantor or any Contractual Obligation provision of the charter, articles of incorporation or affecting organization or by-laws of the Company Borrower or any Guarantor or any covenant, indenture or agreement of the Borrower or the Guarantors or affecting any of their respective Properties which if breached would reasonably be expected to have a Material Adverse Effect Properties, or results result in or requires the creation or imposition of any Lien on any Property of the Properties Borrower or revenues of the Company or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral DocumentsGuarantors.

Corporate Authority and Validity of Obligations. The Company 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 grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Company, to make the borrowings herein provided for, to issue its the Notes in evidence thereof, to apply for the issuance of the Letters 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 corporate or limited liability company power and authority to enter into this Agreement as a signatory hereto or pursuant to a the Subsidiary Guarantee Agreement Guaranty and to perform all of its obligations hereunder or thereunderObligations hereunder. Each Loan Document to which the Company any Borrower or any Guarantor is a party has been duly authorized, executed and delivered by the Company such Borrower or such Guarantor, as the case may be, and constitutes a the valid and binding obligation of the Company such Borrower or such Guarantor, Guarantor enforceable in accordance with its termsterms except as enforceability may be limited by bankruptcy, subject to insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity and bankruptcy, reorganization, insolvency and similar laws (regardless of general whether the application to enforcement of creditors' rightssuch principles is considered in a proceeding in equity or at law). No Loan Document, nor the performance or observance by the Company any Borrower or any Guarantor of any of the matters and things herein or things therein provided for, (a) contravenes or constitutes a default under any provision of law or any charter judgment, injunction, order or by-law provision of the Company decree binding upon any Borrower or any Guarantor or any Contractual Obligation provision of the charter, articles of incorporation or by-laws (or equivalent organizational document) of any Borrower or any Guarantor, (b) contravenes or constitutes a default under any covenant, indenture or agreement of or affecting the Company any Borrower or any Guarantor or any of their respective Properties which if breached would Properties, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect Effect, or results (c) result in or requires the creation or imposition of any Lien on any Property of the Properties or revenues of the Company any Borrower or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral DocumentsGuarantor.

Corporate Authority and Validity of Obligations. The Company Each Borrower 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 issue its the Revolving Credit Notes in evidence thereof, to apply grant to the Agent the Liens provided for in the issuance of the Letters of CreditCollateral Documents being executed by it, 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 this Agreement as the Loan Documents to which it is a signatory hereto or pursuant party, to a Subsidiary Guarantee Agreement grant to the Agent the Liens provided for in the Collateral Documents executed by it and to perform all of its obligations hereunder or thereunderunder such Loan Documents. Each The Loan Document to which the Company or any Guarantor is a party has Documents have been duly authorized, executed and delivered by the Company or such Guarantor, as the case may be, Borrowers and constitutes a Guarantors and constitute valid and binding obligation obligations of the Company or such Guarantor, Borrowers and Guarantors enforceable in accordance with its termstheir terms except as enforceability may be limited by bankruptcy, subject to 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 bankruptcy, reorganization, insolvency this Agreement and similar laws of general application to enforcement of creditors' rights. No the other Loan DocumentDocuments do not, nor does the performance or observance by the Company any Borrower or any Guarantor of any of the matters and things herein or things therein provided for, contravenes contravene or constitute a default under any provision of law or any charter judgment, injunction, order or decree binding upon any Borrower or Guarantor or any provision of the charter, articles of incorporation or organization or by-law provision laws of the Company any Borrower or any Guarantor or any Contractual Obligation covenant, indenture or agreement of the Borrowers or Guarantors or affecting the Company or any Guarantor or any of their respective Properties which if breached would reasonably be expected to have a Material Adverse Effect Properties, or results result in or requires the creation or imposition of any Lien on any Property of the Properties Borrowers or revenues of the Company or any Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral DocumentsGuarantors.

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