Common use of Organization; Powers; Governmental Approvals Clause in Contracts

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Document. (d) Except for (i) any Governmental Approvals required in connection with any Borrowing (such approvals being “Borrowing Approvals”) and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors of their respective obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors to perform their respective obligations under this Agreement and the other Loan Documents, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower Each Loan Party and each Principal Subsidiary Pledgor (i1) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii3) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) . Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable lawLaw, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid and binding obligation of such Loan Party or Pledgor enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i1) any Governmental Approvals required in connection with any Borrowing the funding of the Term Loans (such approvals being “Borrowing Approvals”) and (ii2) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the each Loan Parties Party and the Pledgors each Pledgor of this Agreement and the other Loan Documents to which each it is a party and the performance by the such Loan Parties and the Pledgors Party or Pledgor of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (ai) The Borrower each of Guarantor and each Principal Subsidiary (iA) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (iiB) has all requisite power and authority to own its property and assets and to carry on its business as now conducted presently conducted, and (iiiC) is qualified to do business and in good standing in every jurisdiction where such qualification is required, except where the failure to so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s Effect on the condition, financial condition or otherwise, results of operations, business, assets, operations, or prospects of Guarantor and each Pledgor’s its Subsidiaries taken as a whole. Guarantor's execution, delivery and performance of this Agreement and the Loan Documents to which it is a party Guaranty are within its corporate powers and powers, have been duly authorized by all necessary actionaction and do not violate or create a default under law, its constituent documents, or any contractual provision binding upon it. Each of This Agreement and the Loan Documents to which such Loan Party or Pledgor is a party constitutes Guaranty constitute the legal, valid and binding obligation obligations of such Loan Party or PledgorGuarantor, enforceable against such Loan Party or Pledgor it in accordance with its terms (their terms, except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generallygenerally and general principles of equity. To the best of Guarantor's knowledge, there is no defense, counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment or reduction to any of its obligations under the Guaranty. (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Document. (d) Except for (i) any All Governmental Approvals required in connection with any Borrowing (such approvals being “Borrowing Approvals”) and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors of their respective obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, been duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors and permit Guarantor to perform their respective Participation Agreement its obligations under this Agreement and the other Loan DocumentsGuaranty, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending or overtly threatened appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i1) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii3) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor. The Borrower’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i1) any Governmental Approvals required in connection with any Borrowing the funding of the Term Loans (such approvals being “Borrowing Approvals”) and (ii2) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors of their respective obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors to perform their respective obligations under this Agreement and the other Loan Documents, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.43

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor. The Borrower’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (iA) applicable law, (iiB) its constituent documents, or (iiiC) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (iA) or (iiiC)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i) any Governmental Approvals required in connection with any Borrowing Borrowings (such approvals being “Borrowing Approvals”) and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor’s . The Borrower's execution, delivery and performance of the Loan Documents to which it is a party this Agreement are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (iA) applicable law, (iiB) its constituent documents, or (iiiC) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (iA) or (iiiC)) where such violation or default would not reasonably be expected to result in a Material Adverse Effect Effect. This Agreement constitutes the legal, valid and would not have an adverse effect on binding obligation of the validityBorrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, binding effect or enforceability of this Agreement or any reorganization, insolvency, moratorium and other Loan Document and would not materially adversely affect any of laws affecting the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Documentcreditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i) any Governmental Approvals required in connection with any Borrowing Borrowings (such approvals being “"Borrowing Approvals”") and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan DocumentAgreement, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower -------------------------------------------- Parent Guarantor and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) material adverse effect on the condition, financial condition or otherwise, results of operations, business, assets, operations, or prospects of the Parent Guarantor and its Subsidiaries taken as a whole. Each Loan Party’s and each Pledgor’s Obligor's execution, delivery and performance of the Loan Documents to which it is a party this Agreement are within its corporate powers and powers, have been duly authorized by all necessary actionaction and do not violate or create a default under law, its constituent documents, or any contractual provision binding upon it. Each This Agreement and (in the case of the Loan Documents to which such Loan Party or Pledgor is a party constitutes Borrower) the Notes constitute legal, valid and binding obligation obligations of such Loan Party or Pledgor, each Obligor enforceable against such Loan Party or Pledgor it in accordance with its their respective terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) generally and general principles of equity (regardless of whether considered in a proceeding in equity or at lawequity), and (iii) requirements of reasonableness, good faith and fair dealing).. Credit Agreement ---------------- (cb) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Document. (d) Except for (i) any All Governmental Approvals required in connection with any Borrowing (such approvals being “Borrowing Approvals”) and (ii) any Governmental Approvals other than, until the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect Approval Date, the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties FERC Approval and the Pledgors of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors of their respective obligations hereunder and thereunder VPSB Approval) have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, been duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors any Obligor to perform their respective its obligations under this Agreement and or the other Loan DocumentsNotes, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending or overtly threatened appeal, stay or other challenge. No Interest Period requested with respect to any Borrowing extends beyond the latest date permitted for Borrowings by any Governmental Approval then in effect.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Restricted Subsidiary (i) is duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) subject in the case of each Loan Party that is a Debtor, to the entry of the Order and the terms thereof, has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Subject to the entry of the Order and the terms thereof, each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and have been duly authorized by all necessary action. Each Subject to the entry of the Order and the terms thereof, each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Subject to the entry of the Order and the terms thereof, each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Document. (d) Except Subject to the entry of the Order and the terms thereof, except for (i) any Governmental Approvals required in connection with any Borrowing (such approvals being “Borrowing Approvals”) and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors of their respective obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors to perform their respective obligations under this Agreement and the other Loan Documents, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each PledgorThe Borrower’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor the Borrower is a party constitutes the legal, valid and binding obligation of such Loan Party or Pledgorthe Borrower, enforceable against such Loan Party or Pledgor the Borrower in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each PledgorThe Borrower’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. (d) Except for (i) any Governmental Approvals required in connection with any Borrowing the funding of the Loans (such approvals being “Borrowing Approvals”) and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each it is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor. The Borrower’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (iA) applicable law, (iiB) its constituent documents, or (iiiC) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (iA) or (iiiC)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i) any Governmental Approvals required in connection with any Borrowing Letter of Credit (such approvals being “Borrowing LC Approvals”) and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowingissuance or amendment of any Letter of Credit, all Borrowing LC Approvals will be, duly obtained, are (or, in the case of Borrowing LC Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing LC Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor’s . The Borrower's execution, delivery and performance of the Loan Documents to which it is a party this Agreement are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (iA) applicable law, (iiB) its constituent documents, or (iiiC) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (iA) or (iiiC)) where such violation or default would not reasonably be expected to result in a Material Adverse Effect Effect. This Agreement constitutes the legal, valid and would not have an adverse effect on binding obligation of the validityBorrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, binding effect or enforceability of this Agreement or any reorganization, insolvency, moratorium and other Loan Document and would not materially adversely affect any of laws affecting the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Documentcreditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i) any Governmental Approvals required in connection with any Borrowing Advances (such approvals being “"Borrowing Approvals”") and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan DocumentAgreement, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any BorrowingAdvance, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor. The Borrower’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (iA) applicable law, (iiB) its constituent documents, or (iiiC) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (iA) or (iiiC)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i) any Governmental Approvals required in connection with any Borrowing Borrowings (such approvals being “Borrowing Approvals”) and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (aA) The Borrower and each Principal Subsidiary (i1) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii3) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor. The Borrower’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (dB) Except for (i1) any Governmental Approvals required in connection with any Borrowing the funding of the Term Loan (such approvals being “Borrowing Approvals”) and (ii2) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (aA) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor’s . The Borrower's execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (ia) applicable law, (iib) its constituent documents, or (iiic) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (ia) or (iiic)) where such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (dB) Except for (i) any Governmental Approvals required in connection with any Borrowing Borrowings (such approvals being “"Borrowing Approvals”") and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor’s . The Borrower's execution, delivery and performance of the Loan Documents to which it is a party this Agreement are within its corporate powers and powers, have been duly authorized by all necessary actionaction and do not violate or create a default under law, its constituent documents, or any contractual provision binding upon it. Each of the Loan Documents to which such Loan Party or Pledgor is a party This Agreement constitutes the legal, valid and binding obligation of such Loan Party or Pledgor, the Borrower enforceable against such Loan Party or Pledgor it in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealingequity). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Document. (db) Except for (i) any Governmental Approvals required in connection with any Borrowing Borrowings (such approvals being “"Borrowing Approvals”") and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan DocumentAgreement, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge. No Interest Period requested with respect to any Borrowing extends beyond the latest date permitted for Borrowings by any Governmental Approval then in effect.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor. The Borrower’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (iA) applicable law, (iiB) its constituent documents, or (iiiC) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (iA) or (iiiC)) where such violation or default would not reasonably be expected to result in a Material Adverse Effect Effect. Each of the Loan Documents constitutes the legal, valid and would not have an adverse effect on binding obligation of the validityBorrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, binding effect or enforceability of this Agreement or any reorganization, insolvency, moratorium and other Loan Document and would not materially adversely affect any of laws affecting the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Documentcreditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i) any Governmental Approvals required in connection with any Borrowing Borrowings (such approvals being “Borrowing Approvals”) and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower Each Loan Party and each Principal Subsidiary Pledgor (i1) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii3) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) . Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable lawLaw, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid and binding obligation of such Loan Party or Pledgor enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i1) any Governmental Approvals required in connection with any Borrowing the funding of the Term Loans (such approvals being “Borrowing Approvals”) and (ii2) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the each Loan Parties Party and the Pledgors each Pledgor of this Agreement and the other Loan Documents to which each it is a party and the performance by the such Loan Parties and the Pledgors Party or Pledgor of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (aA) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor. The Borrower’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (ia) applicable law, (iib) its constituent documents, or (iiic) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (ia) or (iiic)) where such violation or default would not reasonably be expected to result in a Material Adverse Effect Effect. Each of the Loan Documents constitutes the legal, valid and would not have an adverse effect on binding obligation of the validityBorrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, binding effect or enforceability of this Agreement or any reorganization, insolvency, moratorium and other Loan Document and would not materially adversely affect any of laws affecting the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Documentcreditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (dB) Except for (i) any Governmental Approvals required in connection with any Borrowing Borrowings (such approvals being “Borrowing Approvals”) and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i1) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii3) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor. The Borrower’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (i) applicable lawLaw, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i1) any Governmental Approvals required in connection with any Borrowing the funding of the Term Loans (such approvals being “Borrowing Approvals”) and (ii2) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor’s . The Borrower's execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (iA) applicable law, (iiB) its constituent documents, or (iiiC) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (iA) or (iiiC)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i) any Governmental Approvals required in connection with any Borrowing Borrowings (such approvals being “"Borrowing Approvals”") and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws Laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor. The Borrower’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (iA) applicable law, (iiB) its constituent documents, or (iiiC) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (iA) or (iiiC)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Document Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan DocumentDocuments. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other Laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i) any Governmental Approvals required in connection with any Borrowing Borrowings (such approvals being “Borrowing Approvals”) and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.

Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. (b) Each Loan Party’s and each Pledgor’s . The Borrower's execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and powers, have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid action and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing). (c) Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party do not violate or create a default under (iA) applicable law, (iiB) its constituent documents, or (iiiC) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (iA) or (iiiC)) where such violation or default would not reasonably be expected to result in a Material Adverse Effect Effect. Each of the Loan Documents constitutes the legal, valid and would not have an adverse effect on binding obligation of the validityBorrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, binding effect or enforceability of this Agreement or any reorganization, insolvency, moratorium and other Loan Document and would not materially adversely affect any of laws affecting the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Documentcreditors generally and general principles of equity, including an implied covenant of good faith and fair dealing). (db) Except for (i) any Governmental Approvals required in connection with any Borrowing Borrowings (such approvals being “"Borrowing Approvals”") and (ii) any Governmental Approvals the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect or affect the validity or enforceability of this Agreement or any other Loan Document, all Governmental Approvals required in connection with the execution and delivery by the Loan Parties and the Pledgors Borrower of this Agreement and the other Loan Documents to which each is a party and the performance by the Loan Parties and the Pledgors Borrower of their respective its obligations hereunder and thereunder have been, and, prior to the time of any Borrowing, all Borrowing Approvals will be, duly obtained, are (or, in the case of Borrowing Approvals, will be) in full force and effect without having been amended or modified in any manner that may impair the ability of the Loan Parties or the Pledgors Borrower to perform their respective its obligations under this Agreement and the other Loan DocumentsAgreement, and are not (or, in the case of Borrowing Approvals, will not be) the subject of any pending appeal, stay or other challenge.