Common use of Execution, Delivery and Performance of Loan Documents Clause in Contracts

Execution, Delivery and Performance of Loan Documents. (a) Borrower has all requisite power and authority to execute and deliver, and to perform all of its obligations under, the Loan Documents. (b) Each Guarantor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, its guaranty. (c) The execution and delivery by Borrower of, and the performance by Borrower of each of its obligations under, each Loan Document to which it is a party, and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guaranty, have been duly authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of Borrower, any Subsidiary, or any Guarantor; (ii) violate any provision of the certificate of incorporation or bylaws of Borrower or any provision of the articles or certificate of incorporation, bylaws, or partnership agreement of any Guarantor or any Subsidiary; (iii) result in or require the creation or imposition of any Lien, claim, or encumbrance (except to the extent that any Lien is created under this Agreement) upon or with respect to any property now owned or leased or hereafter acquired by Borrower, any Subsidiary, or any Guarantor; (iv) violate any provision of any law, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor; or (v) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease, or instrument to which Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor is a party or by which Borrower, any such Subsidiary, or any Guarantor, or any property of Borrower, any such Subsidiary, or any Guarantor, is bound or affected. (d) Borrower, each Subsidiary (other than an Excluded Subsidiary), and each Guarantor are not in default under any law, order, writ, judgment, injunction, decree, determination, award, indenture, agreement, lease, or instrument, where such default could reasonably be expected to have a Material Adverse Effect. (e) No authorization, consent, approval, order, license, permit, or exemption from, or filing, registration, or qualification with, any Governmental Authority not heretofore obtained is or will be required under applicable law to authorize or permit the execution, delivery, and performance by Borrower or any Guarantor of, all of its obligations under, the Loan Documents. (f) Each of the Loan Documents to which Borrower is a party, when executed and delivered, will constitute the legal, valid, and binding obligations of Borrower, and the guaranty, when executed and delivered, will constitute the legal, valid, and binding obligation of each Guarantor, each enforceable against such Person in accordance with its terms, except as enforcement may be limited by debtor relief laws or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.

Execution, Delivery and Performance of Loan Documents. (a) The Borrower has all requisite corporate power and authority to execute and deliver, and to perform all of its obligations under, the Loan DocumentsDocuments to which it is a party. (b) Each Guarantor has all requisite corporate, partnership or limited liability company power and authority to execute and deliver, and to perform all of its obligations under, its guarantythe Guaranty. (c) The execution and delivery by the Borrower of, and the performance by the Borrower of each of its obligations under, each Loan Document to which it is a party, party and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guarantyunder, the Guaranty, have been duly authorized by all necessary action and do not and will not: : (i1) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of the Borrower, any Subsidiary, Subsidiary or any Guarantor; ; (ii2) violate any provision of the articles or certificate of incorporation or bylaws formation or bylaws, partnership agreement or operating agreement of the Borrower or any Guarantor or any provision of the articles or certificate of incorporationincorporation or formation, bylaws, bylaws or partnership agreement or operating agreement of any Guarantor or any Subsidiary; ; (iii3) result in or require the creation or imposition of any Lien, claim, claim or encumbrance (except to the extent that any Lien is created under this Agreement) upon or with respect to any property Property now owned or leased or hereafter acquired by the Borrower, any Subsidiary, Subsidiary or any Guarantor; ; (iv4) violate any provision of any lawLaw, order, writ, judgment, injunction, decree, determination, determination or award presently in effect having applicability to the Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor; or or (v5) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease, or instrument to which Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor is a party or by which Borrower, any such Subsidiary, or any Guarantor, or any property of Borrower, any such Subsidiary, or any Guarantor, is bound or affectedMaterial Indebtedness Agreement. (d) Borrower, each Neither the Borrower nor any Subsidiary (other than an Excluded Subsidiary), and each or Guarantor are not is in default under any lawLaw, order, writ, judgment, injunction, decree, determination, award, indenture, agreement, lease, determination or instrument, where such default could reasonably be expected to have award described in Section 5.2(c)(4) or any Material Indebtedness Agreement that in either case has a Material Adverse Effect. (e) No authorization, consent, approval, order, license, permit, permit or exemption from, or filing, registration, registration or qualification with, any Governmental Authority not heretofore obtained is or will be required under applicable law Law to authorize or permit the execution, delivery, execution and performance delivery by the Borrower or any Guarantor of, and the performance by the Borrower or any Guarantor of all of its obligations under, the Loan Documents. (f) Each of the Loan Documents to which the Borrower is a party, when executed and delivered, will constitute the legal, valid, valid and binding obligations of the Borrower, and the guarantyGuaranty, when executed and delivered, will constitute the legal, valid, valid and binding obligation obligations of each Guarantor, each enforceable against such Person the Borrower or each Guarantor, as the case may be, in accordance with its terms, except as enforcement may be limited by debtor relief bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors’ rights generally or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.

Execution, Delivery and Performance of Loan Documents. (a) Borrower has all requisite power and authority to execute and deliver, and to perform all of its obligations under, the Loan Documents. (b) Each Guarantor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, its guarantythe Guaranty. (c) The execution and delivery by Borrower of, and the performance by Borrower of each of its obligations under, each Loan Document to which it is a party, and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guarantythe Guaranty, have been duly authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of Borrower, any Subsidiary, or any Guarantor; (ii) violate any provision of the certificate of incorporation or bylaws of Borrower or any Guarantor or any provision of the articles or certificate of incorporation, bylaws, or partnership agreement of any Guarantor or any Subsidiary; (iii) result in or require the creation or imposition of any Lienlien, claim, or encumbrance (except to the extent that any Lien lien is created under this Agreement) upon or with respect to any property now owned or leased or hereafter acquired by Borrower, any Subsidiary, or any Guarantor; (iv) violate any provision of any lawLaw, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor; or (v) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease, or instrument to which Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor is a party or by which Borrower, any such Subsidiary, or any Guarantor, Guarantor or any property of Borrower, any such Subsidiary, or any Guarantor, Guarantor is bound or affected. (d) Borrower, each Subsidiary (other than an Excluded Subsidiary), and each Guarantor are not in default under any lawLaw, order, writ, judgment, injunction, decree, determination, award, indenture, agreement, lease, or instrumentinstrument described in Sections 7.2(c)(iv) or 7.2(c)(v), where such default could reasonably be expected to have a Material Adverse Effect. (e) No authorization, consent, approval, order, license, permit, or exemption from, or filing, registration, or qualification with, any Governmental Authority not heretofore obtained is or will be required under applicable law Law to authorize or permit the execution, delivery, and performance by Borrower or any Guarantor of, all of its obligations under, the Loan Documents. (f) Each of the Loan Documents to which Borrower is a party, when executed and delivered, will constitute the legal, valid, and binding obligations of Borrower, and the guarantyGuaranty, when executed and delivered, will constitute the legal, valid, and binding obligation of each Guarantor, each enforceable against such Person in accordance with its terms, except as enforcement may be limited by debtor relief laws Debtor Relief Laws or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.

Execution, Delivery and Performance of Loan Documents. (a1) Borrower The Company has all requisite power and authority to execute and deliver, and to perform all of its obligations under, the Loan Documents. (b2) Each Guarantor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, its guarantyunder the Guaranty. (c3) The execution and delivery by Borrower the Company of, and the performance by Borrower the Company of each of its obligations under, each Loan Document to which it is a party, and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guarantythe Guaranty, have been duly authorized by all necessary action and do not and will not: (i1) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of Borrowerthe Company, any Subsidiary, Subsidiary or any Guarantor; (ii2) violate any provision of the certificate of incorporation or bylaws of Borrower the Company or any Guarantor or any provision of the articles or certificate of incorporation, bylaws, bylaws or partnership agreement of any Guarantor or any Subsidiary; (iii3) result in or require the creation or imposition of any Lienlien, claim, claim or encumbrance (except to the extent that any Lien lien is created under this Agreement) upon or with respect to any property now owned or leased or hereafter acquired by Borrowerthe Company, any Subsidiary, Subsidiary or any Guarantor; (iv4) violate any provision of any lawLaw, order, writ, judgment, injunction, decree, determination, determination or award presently in effect having applicability to Borrowerthe Company, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor; or (v5) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material Material agreement, lease, lease or instrument to which Borrowerthe Company, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor is a party or by which Borrowerthe Company, any such Subsidiary, Subsidiary or any Guarantor, Guarantor or any property of Borrowerthe Company, any such Subsidiary, Subsidiary or any Guarantor, Guarantor is bound or affected. (d4) BorrowerThe Company, each Subsidiary (other than an Excluded Subsidiary), and each Guarantor are is not in default under any lawLaw, order, writ, judgment, injunction, decree, determination, award, indenture, agreement, leaselease or instrument described in SECTIONS 7.2(c)(iv) OR 7.2(c)(v) above, in any respect that is Materially adverse to the interests of any Bank, or instrumentthat could Materially impair the ability of the Company, where such default could reasonably be expected its Subsidiaries and each Guarantor taken as a whole to have perform its obligations under the Loan Documents, as applicable, or that has a Material Adverse Effectadverse effect on the business or financial condition of the Company and the Subsidiaries taken a whole. (e5) No authorization, consent, approval, order, license, permit, permit or exemption from, or filing, registration, registration or qualification with, any Governmental Authority not heretofore obtained is or will be required under applicable law Law to authorize or permit the execution, delivery, delivery and performance by Borrower the Company or any Guarantor of, all of its obligations under, the Loan Documents. (f6) Each of the Loan Documents to which Borrower the Company is a party, when executed and delivered, will constitute the legal, valid, valid and binding obligations of Borrowerthe Company, and the guarantyGuaranty, when executed and delivered, will constitute the legal, valid, valid and binding obligation obligations of each Guarantor, each enforceable against such Person in accordance with its terms, except as enforcement may be limited by debtor relief bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors' rights generally or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.

Execution, Delivery and Performance of Loan Documents. (a) Borrower has all requisite corporate power and corporate authority to execute and deliver, and to perform all of its obligations under, the each Loan DocumentsDocument to which it is a Party. (b) Each Guarantor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, its guaranty. (c) The execution and delivery by Borrower of, and the performance by Borrower of each of its obligations under, each Loan Document to which it is a party, and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guaranty, have been duly authorized by all necessary corporate action and do not and will not: (i1) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of Borrower, any Subsidiary, or any Guarantor; (ii2) violate any provision of the certificate articles of incorporation or the bylaws of Borrower or any provision of the articles or certificate of incorporation, bylaws, or partnership agreement of any Guarantor or any SubsidiaryBorrower; (iii3) result in or require the creation or imposition of any Lien, claim, or encumbrance Lien (except to other than under the extent that any Lien is created under this AgreementLoan Documents) upon or with respect to any property Property now owned or leased or hereafter acquired by Borrower, any Subsidiary, or any Guarantor;; or (iv4) violate any provision of any lawLaw (including without limitation Regulations G, r, U or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination, determination or award presently in effect having applicability to Borrower, any Subsidiary Borrower which would reasonably be expected to have a materially adverse effect on the Property or business condition (other than an Excluded Subsidiary), financial or any Guarantorotherwise) of Borrower and its Subsidiaries taken as a whole; or (v5) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease, lease or instrument to which Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor Borrower is a party or by which Borrower, any such Subsidiary, Borrower or any Guarantor, or any property Property of Borrower, any such Subsidiary, or any Guarantor, Borrower is bound or affected. (dc) Borrower, each Subsidiary (other than an Excluded Subsidiary), Borrower and each Guarantor are of its Subsidiaries is not in default under or in violation of any lawLaw, orderorders, writ, judgment, injunction, decree, determination, award, indenture, agreement, lease, lease or instrument, where such default instrument in any respect that is materially adverse to the interests of the Banks under the Loan Documents or that could reasonably be expected materially impair the ability of Borrower to have a Material Adverse Effectperform its obligations under the Loan Documents. (ed) No authorization, consent, approval, order, license, permit, permit or exemption from, or filing, registration, registration or qualification with, any Governmental Authority not heretofore obtained Agency is or will be required under applicable law Law to authorize or permit the execution, delivery- 41 - 42 execution and delivery by Borrower of each Loan Document, and performance the payment by Borrower or any Guarantor of, of all of its obligations under, amounts due under the Loan Documents. (fe) Each of the Loan Documents to which Borrower is a partyDocuments, when executed and delivered, will constitute the legal, valid, valid and binding obligations of Borrower, Borrower and the guaranty, when executed and delivered, will constitute the legal, valid, and binding obligation each of each Guarantor, each them is enforceable against such Person Borrower in accordance with its terms, terms except as enforcement may be limited by debtor relief bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretionlimiting creditors, rights generally.

Execution, Delivery and Performance of Loan Documents. (a) Borrower The Company has all requisite power and authority to execute and deliver, and to perform all of its obligations under, the Loan Documents. (b) Each Guarantor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, its guarantyunder the Guaranty. (c) The execution and delivery by Borrower the Company of, and the performance by Borrower the Company of each of its obligations under, each Loan Document to which it is a partyDocument, and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guarantythe Guaranty, have been duly authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of Borrowerthe Company, any Subsidiary, Subsidiary or any Guarantor; (ii) violate any provision of the certificate of incorporation incor poration or bylaws of Borrower the Company or any Guarantor or any provision of the articles or certificate of incorporation, bylaws, bylaws or partnership agreement of any Guarantor or any Subsidiary; (iii) result in or require the creation or imposition of any Lienlien, claim, claim or encumbrance (except to the extent that any Lien lien is created under this Agreement) upon or with respect to any property now owned or leased or hereafter acquired by Borrowerthe Company, any Subsidiary, Subsidiary or any Guarantor; (iv) violate any provision of any lawLaw, order, writ, judgment, injunction, decree, determination, determination or award presently in effect having applicability to Borrowerthe Company, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor; or (v) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material Material agreement, lease, lease or instrument to which Borrowerthe Company, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor is a party or by which Borrowerthe Company, any such Subsidiary, Subsidiary or any Guarantor, Guarantor or any property of Borrowerthe Company, any such Subsidiary, Subsidiary or any Guarantor, Guarantor is bound or affected. (d) BorrowerThe Company, each Subsidiary (other than an Excluded Subsidiary), and each Guarantor are is not in default under any lawLaw, order, writ, judgment, injunction, decree, determination, award, indenture, agreement, leaselease or instrument described in Sections 7.2(c)(iv) or 7.2(c)(v) above, -------------------------------- in any respect that is Materially adverse to the interests of any Bank, or instrumentthat could Materially impair the ability of the Company, where such default could reasonably be expected its Subsidiaries and each Guarantor taken as a whole to have perform its obligations, under the Loan Documents, as applicable or that has a Material Adverse Effectadverse effect on the business or financial condition of the Company, any Subsidiary or any Guarantor. (e) No authorization, consent, approval, order, license, permit, permit or exemption from, or filing, registration, registration or qualification with, any Governmental Authority not heretofore obtained is or will be required under applicable law Law to authorize or permit the execution, delivery, delivery and performance by Borrower the Company or any Guarantor of, all of its obligations under, the Loan Documents. (f) Each of the Loan Documents to which Borrower is a partyDocuments, when executed and delivered, will constitute the legal, valid, valid and binding obligations of Borrower, the Company and the guaranty, when executed and delivered, will constitute the legal, valid, and binding obligation of each Guarantor, each Guarantor enforceable against such Person it in accordance with its terms, except as enforcement may be limited by debtor relief bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors' rights generally or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.

Execution, Delivery and Performance of Loan Documents. (a) Borrower has all requisite power and authority to execute and deliver, and to perform all of its obligations under, the Loan Documents. (b) Each Guarantor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, its guarantythe Guaranty. (c) The execution and delivery by Borrower of, and the performance by Borrower of each of its obligations under, each Loan Document to which it is a party, and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guarantythe Guaranty, have been duly authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of Borrower, any Subsidiary, or any Guarantor; (ii) violate any provision of the certificate of incorporation or bylaws of Borrower or any Guarantor or any provision of the articles or certificate of incorporation, bylaws, or partnership agreement of any Guarantor or any Subsidiary; (iii) result in or require the creation or imposition of any Lienlien, claim, or encumbrance (except to the extent that any Lien lien is created under this Agreement) upon or with respect to any property now owned or leased or hereafter acquired by Borrower, any Subsidiary, or any Guarantor; (iv) violate any provision of any lawLaw, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor; or (v) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease, or instrument to which Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor is a party or by which Borrower, any such Subsidiary, or any Guarantor, Guarantor or any property of Borrower, any such Subsidiary, or any Guarantor, Guarantor is bound or affected. (d) Borrower, each Subsidiary (other than an Excluded Subsidiary), and each Guarantor are not in default under any lawLaw, order, writ, judgment, injunction, decree, determination, award, indenture, agreement, lease, or instrumentinstrument described in Sections 7.2(c)(iv) or 7.2(c)(v), where such default could reasonably be expected to have a Material Adverse Effect. (e) No authorization, consent, approval, order, license, permit, or exemption from, or filing, registration, or qualification with, any Governmental Authority not heretofore obtained is or will be required under applicable law Law to authorize or permit the execution, delivery, and performance by Borrower or any Guarantor of, all of its obligations under, the Loan Documents. (f) Each of the Loan Documents to which Borrower is a party, when executed and delivered, will constitute the legal, valid, and binding obligations of Borrower, and the guarantyGuaranty, when executed and delivered, will constitute the legal, valid, and binding obligation of each Guarantor, each enforceable against such Person in accordance with its terms, except as enforcement may be limited by debtor relief laws Debtor Relief Laws or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.

Execution, Delivery and Performance of Loan Documents. (a) Borrower has all requisite power and authority to execute and deliver, and to perform all of its obligations under, the Loan Documents. (b) Each Guarantor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, its guarantythe Guaranty. (c) The execution and delivery by Borrower of, and the performance by Borrower of each of its obligations under, each Loan Document to which it is a party, and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guarantythe Guaranty, have been duly authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of Borrower, any Subsidiary, or any Guarantor; (ii) violate any provision of the certificate of incorporation or bylaws of Borrower or any Guarantor or any provision of the articles or certificate of incorporation, bylaws, or partnership agreement of any Guarantor or any Subsidiary; (iii) result in or require the creation or imposition of any Lienlien, claim, or encumbrance (except to the extent that any Lien lien is created under this Agreement) upon or with respect to any property now owned or leased or hereafter acquired by Borrower, any Subsidiary, or any Guarantor; (iv) violate any provision of any lawLaw, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor; or (v) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease, or instrument to which Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor is a party or by which Borrower, any such Subsidiary, or any Guarantor, Guarantor or any property of Borrower, any such Subsidiary, or any Guarantor, Guarantor is bound or affected. (d) Borrower, each Subsidiary (other than an Excluded Subsidiary), and each Guarantor are not in default under any lawLaw, order, writ, judgment, injunction, decree, determination, award, indenture, agreement, lease, or instrumentinstrument described in Sections 7.2(c)(iv) or 7.2(c)(v), where such default could reasonably be expected to have a Material Adverse Effect. (e) No authorization, consent, approval, order, license, permit, or exemption from, or filing, registration, or qualification with, any Governmental Authority not heretofore obtained is or will be required under applicable law Law to authorize or permit the execution, delivery, and performance by Borrower or any Guarantor of, all of its obligations under, the Loan Documents. (f) Each of the Loan Documents to which Borrower is a party, when executed and delivered, will constitute the legal, valid, and binding obligations of Borrower, and the guarantyGuaranty, when executed and delivered, will constitute the legal, valid, and binding obligation of each Guarantor, each enforceable against such Person in accordance with its terms, except as enforcement may be limited by debtor relief laws Debtor Relief Laws or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.

Execution, Delivery and Performance of Loan Documents. (a) The Borrower has all requisite corporate power and authority to execute and deliver, and to perform all of its obligations under, the Loan DocumentsDocuments to which it is a party. (b) Each Guarantor has all requisite corporate, partnership or limited liability company power and authority to execute and deliver, and to perform all of its obligations under, its guarantythe Guaranty. (c) The execution and delivery by the Borrower of, and the performance by the Borrower of each of its obligations under, each Loan Document to which it is a party, party and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guarantyunder, the Guaranty, have been duly authorized by all necessary action and do not and will not: : (i1) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of the Borrower, any Subsidiary, Subsidiary or any Guarantor; ; (ii2) violate any provision of the articles or certificate of incorporation or bylaws formation or bylaws, partnership agreement or operating agreement of the Borrower or any Guarantor or any provision of the articles or certificate of incorporationincorporation or formation, bylaws, bylaws or partnership agreement or operating agreement of any Guarantor or any Subsidiary; ; (iii3) result in or require the creation or imposition of any Lien, claim, claim or encumbrance (except to the extent that any Lien is created under this Agreement) upon or with respect to any property Property now owned or leased or hereafter acquired by the Borrower, any Subsidiary, Subsidiary or any Guarantor; ; (iv4) violate any provision of any lawLaw, order, writ, judgment, injunction, decree, determination, determination or award presently in effect having applicability to the Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor; or or (v5) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement, lease, or instrument to which Borrower, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor is a party or by which Borrower, any such Subsidiary, or any Guarantor, or any property of Borrower, any such Subsidiary, or any Guarantor, is bound or affectedMaterial Indebtedness Agreement. (d) Borrower, each Neither the Borrower nor any Subsidiary (other than an Excluded Subsidiary), and each or Guarantor are not is in default under any lawLaw, order, writ, judgment, injunction, decree, determination, award, indenture, agreement, lease, determination or instrument, where such default could reasonably be expected to have award described in Section 5.2(c)(4) or any Material Indebtedness Agreement that in either case has a Material Adverse Effect. (e) No authorization, consent, approval, order, license, permit, permit or exemption from, or filing, registration, registration or qualification with, any Governmental Authority not heretofore obtained is or will be required under applicable law Law to authorize or permit the execution, delivery, execution and performance delivery by the Borrower or any Guarantor of, and the performance by the Borrower or any Guarantor of all of its obligations under, the Loan Documents. (f) Each of the Loan Documents to which the Borrower is a party, when executed and delivered, will constitute the legal, valid, valid and binding obligations of the Borrower, and the guarantyGuaranty, when executed and delivered, will constitute the legal, valid, valid and binding obligation obligations of each Guarantor, each enforceable against such Person it in accordance with its terms, except as enforcement may be limited by debtor relief bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors’ rights generally or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.

Execution, Delivery and Performance of Loan Documents. (a) Borrower The Company has all requisite power and authority to execute and deliver, and to perform all of its obligations under, the Loan Documents. (b) Each Guarantor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, its guarantyunder the Guaranty. (c) The execution and delivery by Borrower the Company of, and the performance by Borrower the Company of each of its obligations under, each Loan Document to which it is a party, and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guarantythe Guaranty, have been duly authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of Borrowerthe Company, any Subsidiary, Subsidiary or any Guarantor; (ii) violate any provision of the certificate of incorporation or bylaws of Borrower the Company or any Guarantor or any provision of the articles or certificate of incorporation, bylaws, bylaws or partnership agreement of any Guarantor or any Subsidiary; (iii) result in or require the creation or imposition of any Lienlien, claim, claim or encumbrance (except to the extent that any Lien lien is created under this Agreement) upon or with respect to any property now owned or leased or hereafter acquired by Borrowerthe Company, any Subsidiary, Subsidiary or any Guarantor; (iv) violate any provision of any lawLaw, order, writ, judgment, injunction, decree, determination, determination or award presently in effect having applicability to Borrowerthe Company, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor; or (v) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material Material agreement, lease, lease or instrument to which Borrowerthe Company, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor is a party or by which Borrowerthe Company, any such Subsidiary, Subsidiary or any Guarantor, Guarantor or any property of Borrowerthe Company, any such Subsidiary, Subsidiary or any Guarantor, Guarantor is bound or affected. (d) BorrowerThe Company, each Subsidiary (other than an Excluded Subsidiary), and each Guarantor are is not in default under any lawLaw, order, writ, judgment, injunction, decree, determination, award, indenture, agreement, leaselease or instrument described in Sections 7.2(c)(iv) or 7.2(c)(v) above, in any respect that is -------------------------------- Materially adverse to the interests of any Bank, or instrumentthat could Materially impair the ability of the Company, where such default could reasonably be expected its Subsidiaries and each Guarantor taken as a whole to have perform its obligations under the Loan Documents, as applicable, or that has a Material Adverse Effectadverse effect on the business or financial condition of the Company and the Subsidiaries taken a whole. (e) No authorization, consent, approval, order, license, permit, permit or exemption from, or filing, registration, registration or qualification with, any Governmental Authority not heretofore obtained is or will be required under applicable law Law to authorize or permit the execution, delivery, delivery and performance by Borrower the Company or any Guarantor of, all of its obligations under, the Loan Documents. (f) Each of the Loan Documents to which Borrower the Company is a party, when executed and delivered, will constitute the legal, valid, valid and binding obligations of Borrowerthe Company, and the guarantyGuaranty, when executed and delivered, will constitute the legal, valid, valid and binding obligation obligations of each Guarantor, each enforceable against such Person in accordance with its terms, except as enforcement may be limited by debtor relief bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors' rights generally or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.

Execution, Delivery and Performance of Loan Documents. (a) Borrower The Company has all requisite power and authority to execute and deliver, and to perform all of its obligations under, the Loan Documents. (b) Each Guarantor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, its guarantyunder the Guaranty. (c) The execution and delivery by Borrower the Company of, and the performance by Borrower the Company of each of its obligations under, each Loan Document to which it is a party, and the execution and delivery by each Guarantor of, and the performance by each Guarantor of each of its obligations under its guarantythe Guaranty, have been duly authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any stockholder, member, partner, security holder or creditor of Borrowerthe Company, any Subsidiary, Subsidiary or any Guarantor; (ii) violate any provision of the certificate of incorporation or bylaws of Borrower the Company or any Guarantor or any provision of the articles or certificate of incorporation, bylaws, bylaws or partnership agreement of any Guarantor or any SubsidiarySubsidiary ; (iii) result in or require the creation or imposition of any Lienlien, claim, claim or encumbrance (except to the extent that any Lien lien is created under this Agreement) upon or with respect to any property now owned or leased or hereafter acquired by Borrowerthe Company, any Subsidiary, Subsidiary or any Guarantor; (iv) violate any provision of any lawLaw, order, writ, judgment, injunction, decree, determination, determination or award presently in effect having applicability to Borrowerthe Company, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor; or (v) result in a material breach of or constitute a material default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material Material agreement, lease, lease or instrument to which Borrowerthe Company, any Subsidiary (other than an Excluded Subsidiary), or any Guarantor is a party or by which Borrowerthe Company, any such Subsidiary, Subsidiary or any Guarantor, Guarantor or any property of Borrowerthe Company, any such Subsidiary, Subsidiary or any Guarantor, Guarantor is bound or affected. (d) BorrowerThe Company, each Subsidiary (other than an Excluded Subsidiary), and each Guarantor are is not in default under any lawLaw, order, writ, judgment, injunction, decree, determination, award, indenture, agreement, leaselease or instrument described in Sections -------- 7.2(c)(iv) or 7.2(c)(v) above, in any respect that is Materially adverse to the ----------------------- interests of any Bank, or instrumentthat could Materially impair the ability of the Company, where such default could reasonably be expected its Subsidiaries and each Guarantor taken as a whole to have perform its obligations under the Loan Documents, as applicable, or that has a Material Adverse Effectadverse effect on the business or financial condition of the Company and the Subsidiaries taken a whole. (e) No authorization, consent, approval, order, license, permit, permit or exemption from, or filing, registration, registration or qualification with, any Governmental Authority not heretofore obtained is or will be required under applicable law Law to authorize or permit the execution, delivery, delivery and performance by Borrower the Company or any Guarantor of, all of its obligations under, the Loan Documents. (f) Each of the Loan Documents to which Borrower the Company is a party, when executed and delivered, will constitute the legal, valid, valid and binding obligations of Borrowerthe Company, and the guarantyGuaranty, when executed and delivered, will constitute the legal, valid, valid and binding obligation obligations of each Guarantor, each enforceable against such Person it in accordance with its terms, except as enforcement may be limited by debtor relief bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors' rights generally or equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.