Common use of Corporate Power; Authorization; Enforceable Obligations Clause in Contracts

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party have been duly executed and delivered on behalf of the Guarantor and each of such Subsidiaries. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such Subsidiaries enforceable against the Guarantor and each of such Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Finance Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Finance Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Finance Documents and Transaction Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Finance Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Finance Documents and Transaction Documents. This Guaranty and each of the other Loan Finance Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party have been duly executed and delivered on behalf of the Guarantor and each of such Subsidiaries. Each of this Guaranty and each of the other Loan Finance Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such Subsidiaries enforceable against the Guarantor and each of such Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party have been duly executed and delivered on behalf of the Guarantor and each of such Subsidiaries. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such Subsidiaries enforceable against the Guarantor and each of such Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries ------------------------------------------------------- has the corporate power power, authority and authority, and the legal right, right to makeexecute, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Basic Documents to which such Person Guarantor is a party and to borrow all obligations required hereunder or thereunder and has taken all necessary corporate action to authorize (i) the borrowings its Guaranty hereunder on the terms and conditions of the Loan Documents hereof and Transaction Documents to which such Person is a party, (ii) the its execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Basic Documents to which such Person Guarantor is a party and (iii) the remittance of payments in the applicable currency of all amounts payable obligations required hereunder and or thereunder. No consent of any other Person including, without limitation, stockholders and creditors of Guarantor, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, notice to or other act any governmental authority is required by or Guarantor in respect of, any Governmental Authority connection with this Guaranty or any other Person Basic Document to which Guarantor is required in connection with the borrowings under the Loan Documents a party or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty or any other Basic Document to which Guarantor is a party and each of the other Loan Documents and Transaction Documentsall obligations required hereunder or thereunder. This Guaranty and each of the other Loan Documents and Transaction Basic Documents to which the Guarantor and/or any of its Subsidiaries are is a party have been duly been, and each instrument or document required hereunder or thereunder will be, executed and delivered on behalf by a duly authorized officer of the Guarantor Guarantor, and each of such Subsidiaries. Each of this Guaranty and each of the other Loan Documents and Transaction Basic Documents to which the Guarantor and/or any of its Subsidiaries are is a party constitutes a legalconstitute, and each instrument or document required hereunder or thereunder when executed and delivered by Guarantor hereunder or thereunder will constitute, the legally valid and binding obligation of the Guarantor and each of such Subsidiaries Guarantor, enforceable against the Guarantor and each of such Subsidiaries in accordance with its their terms, except as enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general or equitable principles (whether enforcement is sought by proceedings in equity relating to or law)limiting creditors' rights generally.

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party and (iii) the remittance of payments in the applicable currency Approved Currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency Approved Currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party have been duly executed and delivered on behalf of the Guarantor and each of such Subsidiaries. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such Subsidiaries enforceable against the Guarantor and each of such Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor, the Successor Guarantor and each of its Subsidiaries BLFC has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor, the Successor Guarantor and/or any of its Subsidiaries BLFC are a party have been duly executed and delivered on behalf of the Guarantor, the Successor Guarantor and each of such SubsidiariesBLFC. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor, the Successor Guarantor and/or any of its Subsidiaries BLFC are a party constitutes a legal, valid and binding obligation of the Guarantor, the Successor Guarantor and each of such Subsidiaries BLFC enforceable against the Guarantor, the Successor Guarantor and each of such Subsidiaries BLFC in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor the Successor Guarantor and each of its Subsidiaries BLFC has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor, the Successor Guarantor and/or any of its Subsidiaries BLFC are a party have been duly executed and delivered on behalf of the Guarantor, the Successor Guarantor and each of such SubsidiariesBLFC. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor, the Successor Guarantor and/or any of its Subsidiaries BLFC are a party constitutes a legal, valid and binding obligation of the Guarantor, the Successor Guarantor and each of such Subsidiaries BLFC enforceable against the Guarantor, the Successor Guarantor and each of such Subsidiaries BLFC in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Finance Documents and Transaction Documents to which such Person it is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a partyFinance Documents, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Finance Documents and Transaction Documents to which such Person it is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Finance Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Finance Documents and Transaction Documents. This Guaranty and each of the other Loan Finance Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries they are a party have been duly executed and delivered on behalf of the Guarantor and each of such its Subsidiaries. Each of this Guaranty and each of the other Loan Finance Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries they are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such its Subsidiaries enforceable against the Guarantor and each of such its Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the Borrowers have the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party party, to borrow hereunder and to borrow thereunder and has grant the Liens on the Collateral as provided in the Security Agreement. The Borrowers have taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of this Agreement, the Note and the other Loan Documents Documents. The Guarantor and Transaction Documents the Borrowers have taken all necessary corporate action to which such Person is a party, (ii) authorize the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party and (iii) to grant the remittance of payments Liens provided for in the applicable currency Security Agreement. Other than pursuant to the Federal Anti-Assignment Laws and similar state Requirements of all amounts payable hereunder and thereunder. No Law, no other consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (including, without limitation, any stockholder or creditor of any of the Borrowers or the Guarantor) is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof hereunder or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of Agreement, or the Note, or the other Loan Documents and Transaction Documents(other than the filing of financing statements in the jurisdictions set forth on Schedule 3.17 necessary to perfect the Bank’s security interest in the Collateral). This Guaranty Agreement has been, and each of the Note, and other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party Documents, have been or will be, as the case may be, duly executed and delivered on behalf of the Guarantor Borrowers and each of such Subsidiariesthe Guarantor, as the case may be. Each of this Guaranty This Agreement constitutes, and each of the Note, and the other Loan Documents constitute or when executed and Transaction Documents to which delivered will constitute, as the Guarantor and/or any of its Subsidiaries are a party constitutes a case may be, the legal, valid and binding obligation of the Guarantor Borrowers and each of such Subsidiaries the Guarantor, enforceable against the Borrowers and the Guarantor and each of such Subsidiaries in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights creditors’rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and the Federal Anti-Assignment Laws and similar state Requirements of Law.

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a partyDocuments, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency Approved Currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency Approved Currency in accordance with the terms hereof and thereof or with the execution, execution delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries they are a party have been duly executed and delivered on behalf of the Guarantor and each of such its Subsidiaries. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries they are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such its Subsidiaries enforceable against the Guarantor and each of such its Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Each of the Guarantor, the Successor Guarantor and each of its Subsidiaries BLFC has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor, the Successor Guarantor and/or any of its Subsidiaries BLFC are a party have been duly executed and delivered on behalf of the Guarantor, the Successor Guarantor and each of such SubsidiariesBLFC. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor, the Successor Guarantor and/or any of its Subsidiaries BLFC are a party constitutes a legal, valid and binding obligation of the Guarantor, the Successor Guarantor and each of such Subsidiaries BLFC enforceable against the Guarantor, the Successor Guarantor and each of such Subsidiaries BLFC in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a partyDocuments, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, execution delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries they are a party have been duly executed and delivered on behalf of the Guarantor and each of such its Subsidiaries. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries they are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such its Subsidiaries enforceable against the Guarantor and each of such its Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Finance Documents and Transaction Documents to which such Person it is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a partyFinance Documents, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Finance Documents and Transaction Documents to which such Person it is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Finance Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Finance Documents and Transaction Documents. This Guaranty and each of the other Loan Finance Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries they are a party have been duly executed and delivered on behalf of the Guarantor and each of such its Subsidiaries. Each of this Guaranty and each of the other Loan Finance Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries they are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such its Subsidiaries enforceable against the Guarantor and each of such its Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Revolving Loan Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Revolving Loan Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Revolving Loan Documents and Transaction Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Revolving Loan Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Revolving Loan Documents and Transaction Documents. This Guaranty and each of the other Revolving Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party have been duly executed and delivered on behalf of the Guarantor and each of such Subsidiaries. Each of this Guaranty and each of the other Revolving Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such Subsidiaries enforceable against the Guarantor and each of such Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries BFE has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Finance Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Finance Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Finance Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Finance Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Finance Documents. This Guaranty and each of the other Loan Documents and Transaction Finance Documents to which the Guarantor and/or any of its Subsidiaries BFE are a party have been duly executed and delivered on behalf of the Guarantor and each of such SubsidiariesBFE. Each of this Guaranty and each of the other Loan Documents and Transaction Finance Documents to which the Guarantor and/or any of its Subsidiaries and BFE are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such Subsidiaries BFE enforceable against the Guarantor and each of such Subsidiaries BFE in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Each of the Guarantor, the Successor Guarantor and each of its Subsidiaries BFE has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Finance Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Finance Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Finance Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Finance Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Finance Documents. This Guaranty and each of the other Loan Documents and Transaction Finance Documents to which the Guarantor, the Successor Guarantor and/or any of its Subsidiaries BFE are a party have been duly executed and delivered on behalf of the Guarantor, the Successor Guarantor and each of such SubsidiariesBFE. Each of this Guaranty and each of the other Loan Documents and Transaction Finance Documents to which the Guarantor, the Successor Guarantor and/or any of its Subsidiaries and BFE are a party constitutes a legal, valid and binding obligation of the Guarantor, the Successor Guarantor and each of such Subsidiaries BFE enforceable against the Guarantor, the Successor Guarantor and each of such Subsidiaries BFE in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a partyDocuments, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party and (iii) the remittance of payments in the applicable currency Approved Currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency Approved Currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries they are a party have been duly executed and delivered on behalf of the Guarantor and each of such its Subsidiaries. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries they are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such its Subsidiaries enforceable against the Guarantor and each of such its Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party and (iii) the remittance of payments in the applicable currency Approved Currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency Approved Currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party have been duly executed and delivered on behalf of the Guarantor and each of such Subsidiaries. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries Subsidiares are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such Subsidiaries enforceable against the Guarantor and each of such Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Each of the Guarantor and each of its Subsidiaries BFE has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Finance Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Finance Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Finance Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Finance Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Finance Documents. This Guaranty and each of the other Loan Documents and Transaction Finance Documents to which the Guarantor and/or any of its Subsidiaries BFE are a party have been duly executed and delivered on behalf of the Guarantor and each of such SubsidiariesBFE. Each of this Guaranty and each of the other Loan Documents and Transaction Finance Documents to which the Guarantor and/or any of its Subsidiaries and BFE are a party constitutes a legal, valid and binding obligation of the Guarantor and each of such Subsidiaries BFE enforceable against the Guarantor and each of such Subsidiaries BFE in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The Guarantor and each of its Subsidiaries Borrower has the corporate power and authority, authority and the legal right, right to make, execute, deliver and perform this Guaranty and each of its obligations under the other Loan Documents and Transaction Documents to which such Person it is a party and to borrow thereunder hereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a party, (ii) authorize the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunderDocuments. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or of any other Person (including, without limitation, stockholders and creditors of the Borrower) or any Governmental Authority, is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof hereunder or with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents. The Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party have been will be duly executed and delivered on behalf of the Guarantor Borrower and, when executed and delivered, will each of such Subsidiaries. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party constitutes constitute a legal, valid and binding obligation of the Guarantor and each of such Subsidiaries Borrower enforceable against the Guarantor and each of such Subsidiaries Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally generally. 3.4 Power, Authorization, Enforceable Obligations of Guarantors. Each Guarantor, if any, has the power and authority and the legal right to make, deliver and perform its Guarantee and Security Agreement and the transactions contemplated thereby and has taken all necessary corporate action to authorize the execution, delivery and performance of its Guarantee and Security Agreement. No consent or authorization of, filing with, or other act by general equitable principles or in respect of any other Person (whether including stockholders and creditors of the Guarantors) or any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of such Guarantee or Security Agreement. Each Guarantee and each Security Agreement have been duly executed and delivered by the respective parties thereto, and each such document constitutes a legal, valid and binding obligation of the respective Guarantor enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement is sought by proceedings in equity or law).of creditor's rights generally. 3.5

Corporate Power; Authorization; Enforceable Obligations. The Guarantor Each of the Parent Guarantor, the other Affiliate Guarantors, the Parent Borrower and each of its Subsidiaries the other Loan Parties has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party and, in the case of each Borrower, to obtain Extensions of Credit hereunder, and to borrow thereunder and each such person has taken all necessary corporate or other organizational action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person it is a party and (iii) the remittance of payments and, in the applicable currency case of all amounts payable hereunder each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and thereunderconditions of this Agreement and any Revolving Credit Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required in connection with to be obtained or made by or on behalf of any of the borrowings under the Loan Documents or Transaction DocumentsParent Guarantor, the remittance of payments other Affiliate Guarantors, the Parent Borrower and the other Loan Parties in the applicable currency in accordance with the terms hereof and thereof or 110 connection with the execution, delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Parent Guarantor and each Borrower, and each other Loan Document to which any Affiliate Guarantor or any Loan Party is a party will be duly executed and delivered on behalf of the such Affiliate Guarantor and each of or such SubsidiariesLoan Party. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which the Guarantor and/or any of its Subsidiaries are a party This Agreement constitutes a legal, valid and binding obligation of the Parent Guarantor and each Borrower and each other Loan Document to which any Affiliate Guarantor or any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Subsidiaries Affiliate Guarantor or such Loan Party, enforceable against the such Affiliate Guarantor and each of or such Subsidiaries Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).