Common use of Corporate Existence, Power and Authority Clause in Contracts

Corporate Existence, Power and Authority. Each Loan Party and each Subsidiary thereof is a corporation, limited liability company, limited partnership or other legal entity duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate, limited liability company, limited partnership or other comparable powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan Party’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, undertaking or Material Contract to which any Loan Party is a party or by which any Loan Party or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien upon any property of any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties). This Agreement and the other Loan Documents to which any Loan Party is a party constitute legal, valid and binding obligations of such Loan Party enforceable in accordance with their respective terms; provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally.

Corporate Existence, Power and Authority. Each Loan Party The Borrower and each Subsidiary thereof of its Subsidiaries is a corporation, limited liability companycompany or partnership, limited partnership or other legal entity duly organized and in good standing under the laws of its jurisdiction state of incorporation, organization or formation, and is duly qualified as a foreign corporation, limited liability company, limited partnership, company or other legal entity partnership and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents and the consummation of the transactions contemplated hereunder and thereunder (ai) are all within the Borrower’s and each Loan PartySubsidiary’s corporate, limited liability company, limited company or partnership or other comparable powers, as applicable, (bii) have been duly authorized, (ciii) are not in contravention of law or the terms of any Loan Partythe Borrower’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other such Subsidiary’s organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which the Borrower or any Loan Party Subsidiary is a party or by which the Borrower or any Loan Party Subsidiary or its property are bound and (div) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien upon any property of the Borrower or any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties)its Subsidiaries. This Agreement and the other Loan Documents to which the Borrower or any Loan Party of its Subsidiaries is a party constitute legal, valid and binding obligations of the Borrower or such Loan Party Subsidiary, enforceable in accordance with their respective terms; provided that the terms except as such enforceability hereof and thereof is subject in each case to general principles of equity and to may be limited by bankruptcy, insolvency and insolvency, moratorium or similar laws affecting the enforcement of limiting creditors’ rights generallygenerally and by general equitable principles.

Corporate Existence, Power and Authority. Each Loan Party and each Subsidiary thereof Borrower is a corporation, limited liability company, limited partnership or other legal entity company duly organized and in good standing under the laws of its jurisdiction state of organization and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity company and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on Borrower’s financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan PartyBorrower’s corporate, limited liability company, limited partnership or other comparable company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan PartyBorrower’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership liability company agreement or other organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party Borrower is a party or by which any Loan Party Borrower or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties)Borrower, except as created or otherwise permitted by this Agreement. This Agreement and the other Loan Documents to which any Loan Party is a party Financing Agreements constitute legal, valid and binding obligations of such Loan Party Borrower enforceable in accordance with their respective terms; provided , except to the extent that enforcement of certain rights and remedies may be limited by the enforceability hereof and thereof is subject in each case provisions of the United States Bankruptcy Code, as amended from time to general principles of equity and to bankruptcytime, insolvency and similar or other laws affecting the enforcement rights of creditors’ rights creditors generally.

Corporate Existence, Power and Authority. Each Loan Party and each Subsidiary thereof is a corporation, limited liability company, unlimited liability company or limited partnership or other legal entity duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company, unlimited liability company or limited partnership, or other legal entity as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate, limited liability company, unlimited liability company or limited partnership or other comparable powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan Party’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, loan agreement, undertaking or Material Contract to which any Loan Party is a party or by which any Loan Party or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien upon any property of any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties)Party. This Agreement and the other Loan Documents to which any Loan Party is a party constitute legal, valid and binding obligations of such Loan Party enforceable in accordance with their respective terms; provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally.

Corporate Existence, Power and Authority. Each Loan Party and each Domestic Subsidiary thereof is a corporation, limited liability company, limited partnership or other legal entity duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate, limited liability company, limited partnership or other comparable powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan Party’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, undertaking or Material Contract to which any Loan Party is a party or by which any Loan Party or its property are is bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien upon any property of any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured PartiesAgent). This Agreement and the other Loan Documents to which any Loan Party is a party constitute legal, valid and binding obligations of such Loan Party enforceable in accordance with their respective terms; provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally.

Corporate Existence, Power and Authority. Each Loan Party Borrower and each Subsidiary thereof Guarantor is a corporation, corporation or limited liability company, limited partnership or other legal entity company duly organized and in good standing under the laws of its jurisdiction state of organization and is duly qualified as a foreign corporation, corporation or limited liability company, limited partnership, or other legal entity company and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate, Borrower's and Guarantor's corporate or limited liability company, limited partnership or other comparable company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan Party’s Borrower's or Guarantor's certificate or articles of incorporation, certificate of formationby-laws, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party Borrower or Guarantor is a party or by which any Loan Party Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties)Borrower or Guarantor. This Agreement and the other Loan Documents Financing Agreements to which any Loan Party Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Loan Party Borrower and Guarantor enforceable in accordance with their respective terms; provided that the , except as enforceability hereof and thereof is subject in each case to general principles of equity and to limited by bankruptcy, insolvency and similar insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of 71 creditors’ ' rights generallyand except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Corporate Existence, Power and Authority. Each Loan Party and each Subsidiary thereof is a corporation, limited liability company, limited partnership or other legal entity duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate, limited liability company, limited partnership or other comparable powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan Party’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, undertaking or Material Contract to which any Loan Party is a party or by which any Loan Party or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien upon any property of any Loan Party (other than (i) Liens in favor of the Administrative Agent on behalf of itself and the Secured PartiesParties or (ii) Liens permitted under Section 10.2). This Agreement and the other Loan Documents to which any Loan Party is a party constitute legal, valid and binding obligations of such Loan Party enforceable in accordance with their respective terms; provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally.

Corporate Existence, Power and Authority. Each Loan Party Borrower and each Subsidiary thereof Guarantor is a corporation, limited liability company, limited partnership or other legal entity duly organized and in good standing under the laws of its jurisdiction state of organization incorporation or formation and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have cause a Material Adverse EffectChange. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan PartyBorrower’s corporate, limited liability company, limited partnership or other comparable and each Guarantor’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan PartyBorrower’s or any Guarantor’s certificate of incorporation, certificate of incorporation or formation, bylawsby-laws, partnership agreement, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party such Borrower or such Guarantor is a party or by which any Loan Party such Borrower or such Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (other than Liens in favor of such Borrower or such Guarantor except pursuant to the Administrative Agent on behalf of itself and the Secured Parties)Financing Agreements. This Agreement and the other Loan Documents Financing Agreements to which any Loan Party Borrower or any Guarantor is a party constitute legal, valid and binding obligations of such Loan Party Borrower and such Guarantor enforceable in accordance with their respective terms; provided that the terms except as such enforceability hereof and thereof is subject in each case to general principles of equity and to may be limited by bankruptcy, insolvency and insolvency, moratorium or similar laws affecting the enforcement of limiting creditors’ rights generallygenerally or by general equitable principles.

Corporate Existence, Power and Authority. Each Loan Party and each Subsidiary thereof Borrower is a corporation, limited liability company, limited partnership or other legal entity corporation duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on the Borrower’s financial condition, results of operation or business or the rights of the Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement and Loan Agreement, the other Loan Transaction Documents and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate, limited liability company, limited partnership or other comparable the Borrowers’ corporate powers, ; (b) have been duly authorized, ; (c) are not in contravention of law or the terms of any Loan Party’s certificate the Borrowers’ articles of incorporation, certificate of formationby-laws, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party one or more of the Borrowers is a party or by which any Loan Party the Borrowers or its their property are bound and bound; (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of the Borrowers; and (e) will not require any Loan Party (other than Liens in favor approval of stockholders or any approval or consent of any Person under any contract of the Administrative Agent Borrowers, except for such approvals or consents which will be obtained on behalf of itself or before such Closing Date and the Secured Parties)disclosed in Schedule 6.1 hereto. This Loan Agreement and the other Loan Transaction Documents to which any Loan Party it is a party signatory have been duly executed and delivered by each Borrower and constitute a legal, valid and binding obligations obligation of such Loan Party the Borrower enforceable in accordance with their respective terms; provided that . The execution, delivery and performance by the enforceability hereof Borrowers of the Transaction Documents and thereof is subject in each case to general principles the consummation of equity the transactions contem­plated by the Transaction Documents do not and to bankruptcywill not require any registration with, insolvency and similar laws affecting the enforcement consent or approval of creditors’ rights generallyor notice to, or other action to, with or by, any Federal, state or other governmental authority or public body or subdivision thereof.

Corporate Existence, Power and Authority. Each Loan Party and each Subsidiary thereof Borrower is a corporation, limited liability company, limited partnership or other legal entity corporation duly organized and in good standing under the laws of its jurisdiction State or country of incorporation or organization and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity corporation and in good standing in all states States or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse EffectEffect and except to the extent required in connection with a transaction permitted under Section 9.7 hereof. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan PartyBorrower’s corporate, limited liability company, limited partnership or other comparable corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan PartyBorrower’s certificate of incorporation, certificate of formationby-laws, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party Borrower is a party or by which any Loan Party Borrower or its property are bound bound, and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (other than Liens Borrower except in favor of the Administrative Agent on behalf of itself pursuant to this Agreement and the Secured Parties)other Financing Agreements. This Agreement and the other Loan Documents Financing Agreements to which any Loan Party Borrower is a party constitute legal, valid and binding obligations of such Loan Party each Borrower enforceable in accordance with their respective terms; provided that the , except as such enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and thereof is subject in each case to by general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generallyequity.

Corporate Existence, Power and Authority. Each Loan Party Borrower and each Subsidiary thereof Guarantor is a corporation, corporation or limited liability company, limited partnership or other legal entity as the case may be, duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, corporation or limited liability company, limited partnershipas the case may be, or other legal entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate, limited liability company, limited partnership or other comparable Borrower's and Guarantor's organizational powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan Party’s Borrower's or Guarantor's certificate of incorporation, certificate of formationby laws, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party Borrower or Guarantor is a party or by which any Loan Party Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (other than Liens Borrower or Guarantor, except for liens in favor of the Administrative Agent on behalf of itself and the Secured Parties)Working Capital Agent. This Agreement and the other Loan Documents Financing Agreements to which any Loan Party Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Loan Party Borrower and Guarantor enforceable in accordance with their respective terms; provided that the , except as such enforceability hereof and thereof is subject in each case to general principles of equity and to may be limited by bankruptcy, insolvency and insolvency, moratorium or similar laws affecting the enforcement of creditors’ ' rights generallygenerally and by general equitable principles.

Corporate Existence, Power and Authority. Each Loan Party and each Subsidiary thereof Borrower is a corporation, limited liability company, limited partnership or other legal entity corporation duly organized and in good standing under the laws of its jurisdiction State or country of incorporation or organization and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity corporation and in good standing in all states States or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse EffectEffect and except to the extent required in connection with a transaction permitted under Section 9.7 hereof. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate, limited liability company, limited partnership or other comparable Borrower's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan Party’s Borrower's certificate of incorporation, certificate of formationby-laws, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party Borrower is a party or by which any Loan Party Borrower or its property are bound bound, and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (other than Liens Borrower except in favor of the Administrative Agent on behalf of itself pursuant to this Agreement and the Secured Parties)other Financing Agreements. This Agreement and the other Loan Documents Financing Agreements to which any Loan Party Borrower is a party constitute legal, valid and binding obligations of such Loan Party Borrower enforceable in accordance with their respective terms; provided that the , except as such enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights generally and thereof is subject in each case to by general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generallyequity.

Corporate Existence, Power and Authority. Each Loan Party Borrower and each Subsidiary thereof Guarantor is a corporation, limited liability company, limited partnership or other legal entity corporation duly organized and in existence (in the case of a corporation organized under the laws of the State of Oregon) or otherwise in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability companyand, limited partnershipto the extent applicable, or other legal entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan PartyBorrower’s corporate, limited liability company, limited partnership or other comparable and Guarantor’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan PartyBorrower’s or Guarantor’s certificate of incorporation, certificate of formationby laws, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party Borrower or Guarantor is a party or by which any Loan Party Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties)Borrower or Guarantor. This Agreement and the other Loan Documents Financing Agreements to which any Loan Party Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Loan Party Borrower and Guarantor enforceable in accordance with their respective terms; provided that the , except as such enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and thereof is subject in each case to by general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generallyequity.

Corporate Existence, Power and Authority. Each Loan Party and each Subsidiary thereof Borrower is a corporation, limited liability company, limited partnership or other legal entity company duly organized and in good standing under the laws of its jurisdiction of organization or formation and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity company and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on Borrower’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan PartyBorrower’s corporate, limited liability company, limited partnership or other comparable corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan PartyBorrower’s certificate of incorporation, certificate of incorporation or formation, bylaws, operating agreement, limited partnership agreement agreements or other organizational documentation, or any indenture, agreement, indenture or material agreement or undertaking or Material Contract to which any Loan Party Borrower is a party or by which any Loan Party Borrower or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties)Borrower. This Agreement and the other Loan Documents Financing Agreements to which any Loan Party Borrower is a party constitute legal, valid and binding obligations of such Loan Party Borrower enforceable in accordance with their respective terms; provided that the enforceability hereof and thereof is , subject in each case to general principles of equity and to applicable bankruptcy, insolvency and similar insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generallygenerally and general principles of equity.

Corporate Existence, Power and Authority. Each Loan Party and each Subsidiary thereof Borrower is a corporation, limited liability company, limited partnership or other legal entity an organization duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate, limited liability company, limited partnership or other comparable Borrower's organizational powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Loan Party’s Borrower's certificate of incorporation, certificate of formation, bylawsby-laws, operating agreement, or limited partnership liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party Borrower is a party or by which any Loan Party Borrower or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (Borrower other than Liens the liens, security interests, charges or other encumbrances granted in favor of the Administrative Agent on behalf of itself Lender pursuant to this Agreement and the Secured Parties)other Financing Documents. This Agreement and the other Loan Documents to which any Loan Party is a party Financing Agreements constitute legal, valid and binding obligations of such Loan Party each Borrower enforceable in accordance with their respective terms; provided that the , except as enforceability hereof and thereof is subject in each case to general principles of equity and to may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ creditor's rights generallygenerally any by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Existence, Power and Authority. Each Loan Party Borrower and each Subsidiary thereof Aftermarket Entity is a corporation, corporation or limited liability company, limited partnership or other legal entity as applicable, duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, corporation or limited liability company, limited partnershipas applicable, or other legal entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower's or such Aftermarket Entity's financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate, limited liability company, limited partnership or other comparable Borrower's and each Aftermarket Entity's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan Party’s Borrower's or any Aftermarket Entity's certificate of incorporation, certificate of incorporation or formation, bylawsby laws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party Borrower or any Aftermarket Entity is a party or by which any Loan Party Borrower or any Aftermarket Entity or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties)Borrower or any Aftermarket Entity. This Agreement and the other Loan Documents Financing Agreements to which any Loan Party Borrower or any Aftermarket Entity is a party constitute legal, valid and binding obligations of such Loan Party Borrower and such Aftermarket Entity enforceable in accordance with their respective terms; provided that the terms except as enforceability hereof and thereof is subject in each case to general principles of equity and to may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generallygenerally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Existence, Power and Authority. Each Loan Party Borrower and each Subsidiary thereof Guarantor is a corporation, limited liability company, limited partnership or other legal entity corporation duly organized and in good standing under the laws of its jurisdiction state of organization incorporation and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse EffectEffect on Borrower's or Guarantor' s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within Borrower's and each Loan Party’s corporate, limited liability company, limited partnership or other comparable Guarantor's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan Party’s Borrower's or such Guarantor's certificate of incorporation, certificate of formationby-laws, bylaws, operating agreement, limited partnership agreement or other organizational documentation, (d) are not in contravention of the Indenture, (e) are not in contravention of any other agreement or undertaking to which Borrower or any indenture, agreement, undertaking or Material Contract to which any Loan Party Guarantor is a party or by which Borrower or any Loan Party Guarantor or its property are bound except to the extent that the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (df) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of Borrower or any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties)Guarantor. This Agreement and the other Loan Documents Financing Agreements to which Borrower or any Loan Party Guarantor is a party constitute legal, valid and binding obligations of such Loan Party enforceable in accordance with their respective terms; provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally.61

Corporate Existence, Power and Authority. Each Loan Party and each Subsidiary thereof Borrower is a corporation, limited liability company, limited partnership or other legal entity corporation duly organized and in good standing under the laws of its jurisdiction state of organization incorporation and is duly qualified as a foreign corporation, limited liability company, limited partnership, or other legal entity corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse EffectEffect on Borrower’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents Financing Agreements and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each Loan PartyBorrower’s corporate, limited liability company, limited partnership or other comparable corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Loan PartyBorrower’s certificate of incorporation, certificate of formationby-laws, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement, agreement or undertaking or Material Contract to which any Loan Party Borrower is a party or by which any Loan Party Borrower or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien lien, security interest, charge or other encumbrance upon any property of any Loan Party (other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties)Borrower. This Agreement and the other Loan Documents Financing Agreements to which any Loan Party Borrower is a party constitute legal, valid and binding obligations of such Loan Party Borrower enforceable in accordance with their respective terms; provided that the terms except as enforceability hereof may be limited by any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar law affecting creditors’ rights and thereof is subject in each case to remedies generally and by general principles of equity equity, including principles of commercial reasonableness, good faith and to bankruptcy, insolvency and similar laws affecting the fair dealing (regardless of whether enforcement of creditors’ rights generallyis sought in a proceeding at law or in equity).