Common use of Organizational Matters; Enforceability, Etc Clause in Contracts

Organizational Matters; Enforceability, Etc. (a) Each Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (i) are within such Grantor’s powers and have been duly authorized by all necessary corporate or other action, (ii) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (A) such as have been obtained or made and are in full force and effect and (B) filings and recordings in respect of the security interests created pursuant hereto, (iii) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Grantor or any order of any governmental authority or court binding upon such Grantor or its property, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (v) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such Grantor. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each Grantor The Pledgor is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Connecticut, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so could not reasonably be expected to result in a material adverse effect, is qualified to do business in, and is in good standing in, every jurisdiction of its organizationwhere that qualification is required. The execution, delivery and performance of this Agreement, Agreement by the Pledgor and the grant of the security interests pursuant hereto, hereto (i) are within such Grantor’s its powers and have been duly authorized by all necessary corporate limited liability company or other action, (ii) do not require any consent or governmental approval of, registration or filing with, or any other action by, any governmental authority or court, except for (A) such as those that have been obtained or made and are in full force and effect and (B) filings and recordings in respect or are not required on or prior to the execution of the security interests created pursuant heretoLease Agreement, (iii) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Grantor or any order of any governmental authority or court binding upon such Grantor Applicable Laws or its propertyorganizational documents, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor it or any of its assets, assets or give rise to a right thereunder under any such indenture, agreement or other instrument to require any payment to be made by any such personit, and (v) except for the security interests created pursuant heretolien conveyed to the Pledgee hereunder, will not result in the creation or imposition of any Lien on any asset of such Grantorits assets. (b) This Agreement has been duly executed and delivered by such Grantor the Pledgor and constitutes, constitutes a legal, valid and binding obligation of such Grantoragreement, enforceable against such Grantor the Pledgor in accordance with its terms, except as such enforceability to the extent that the enforcement of remedies herein provided may be limited by (i) bankruptcyunder applicable bankruptcy and insolvency and similar laws, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights public policy and (ii) the application of general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each Grantor It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationorganization and is duly qualified, authorized to do business in, and in good standing as foreign corporations in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (i) are within such Grantor’s its powers and have been duly authorized by all necessary corporate corporate, limited liability company or other action, (ii) do not require any consent or approval of, registration or filing with, or Governmental Approval of any other action by, any governmental authority or courtGovernmental Authority, except for (A) such as have been obtained or made and are in full force and effect and (B) filings and recordings in respect of or are not required on or prior to the security interests created pursuant heretodate hereof, (iii) will not violate in any applicable law material respect any Applicable Law or regulation or the its charter, bylaws limited liability company agreement, operating agreement, by-laws or other organizational documents of such Grantor or any order of any governmental authority Governmental Authority or court binding upon such Grantor it or its property, (iv) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon such Grantor it or any of its assets, or give rise to a right thereunder to require any payment to be made by any such personProperty, and (v) except other than the Liens created in favor of the Collateral Agent for the security interests created pursuant heretobenefit of the Secured Parties, will not result in the creation or imposition of any Lien lien, charge or encumbrance on any asset of such Grantorits asset. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and rights. (iic) Such Grantor is not a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the application Investment Company Act of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)1940.

Organizational Matters; Enforceability, Etc. (a) Each Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (i) are within such Grantor’s powers and have been duly authorized by all necessary corporate or other action, (ii) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (A) such as have been obtained or made and are in full force and effect and (B) filings and recordings in respect of the security interests created pursuant hereto, (iii) will not violate any material applicable law or regulation or the charter, bylaws or other organizational documents of such Grantor or any order of any governmental authority or court binding upon such Grantor or its property, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, except where failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (v) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such Grantor. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each Grantor is duly organized, validly existing and and, except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Effect, in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (i) are within such Grantor’s powers and have been duly authorized by all necessary corporate or other action, (ii) except as disclosed on Schedule 7.03(a) of the Loan Agreement, do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (A) such as have been obtained or made and are in full force and effect and (B) filings and recordings in respect of the security interests created pursuant hereto, (iii) will not violate any applicable law or regulation in any material respect or the charter, bylaws or other organizational documents of such Grantor or any order of any governmental authority or court binding upon such Grantor or its property, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (v) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such Grantor. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (i) are within such Grantor’s powers and have been duly authorized by all necessary corporate or other action, (ii) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority Governmental Authority or court, except for (A) such as have been obtained or made and are in full force and effect and (B) filings and recordings in respect of the security interests created pursuant hereto, (iii) will not violate (A) any applicable law Law or regulation regulation, except to the extent such violation would not reasonably be expected to have a Material Adverse Effect or (B) the charter, bylaws or other organizational documents of such Grantor or any order of any governmental authority Governmental Authority or court binding upon such Grantor or its property, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, except to the extent such violation or default could not reasonably be expected to have a Material Adverse Effect, and (v) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of such Grantor. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests Liens pursuant hereto, (ia) are within such Grantor’s powers and have been duly authorized by all necessary corporate or other action, (iib) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority Governmental Authority or courtany third party, except for (Ai) such as have been obtained or made and are in full force and effect and (Bii) filings and recordings in respect of the security interests Liens created pursuant hereto, (iiic) will not violate any applicable law or regulation Law or the charter, bylaws by-laws or other organizational documents of such Grantor and its Subsidiaries or any order of any governmental authority Governmental Authority, other than any such violations that would not, individually or court binding upon such Grantor in the aggregate, reasonably be expected to have a material adverse effect on Proterra’s financial condition or its propertybusiness as now conducted, (ivd) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such personPerson, other than any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Proterra’s financial condition or business as now conducted, and (ve) except for the security interests Liens created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such Grantor. (b) Grantor or its Subsidiaries. This Agreement has been duly executed and delivered by such Grantor and constitutes, constitutes a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or similar laws Laws of general applicability affecting the enforcement of creditors’ rights and (iib) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). None of the Grantors nor any of their respective Subsidiaries is, or is required to be registered as, an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

Organizational Matters; Enforceability, Etc. (a) Each Grantor Subsidiary Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within such GrantorSubsidiary Guarantor’s capacity and powers and have been duly authorized by all necessary corporate or other action, (iib) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ai) such as have been obtained or made and are in full force and effect and (Bii) filings and recordings in respect of the security interests created pursuant hereto, (iiic) will not violate any applicable law or regulation or the charter, bylaws by laws, memorandum and articles of association or other organizational documents of such Grantor Subsidiary Guarantor or any order of any governmental authority or court binding upon on such Grantor Subsidiary Guarantor or its property, (ivd) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor Subsidiary Guarantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien lien, charge or encumbrance on any asset of such Grantor. (b) Subsidiary Guarantor. This Agreement has been duly executed and delivered by such Grantor Subsidiary Guarantor and constitutes, a legal, valid and binding obligation of such GrantorSubsidiary Guarantor, enforceable against such Grantor Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (iib) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). None of the [Signature Page to First Lien BrandCo Guarantee and Security Agreement] Subsidiary Guarantors is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Organizational Matters; Enforceability, Etc. (a) Each The Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within such the Grantor’s 's powers and have been duly authorized by all necessary corporate or other action, (iib) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ai) such as have been obtained or made and are in full force and effect and (Bii) filings and recordings in respect of the security interests created pursuant hereto, (iiic) will not violate any applicable law or regulation or the charter, bylaws by laws or other organizational documents of such the Grantor or any order of any governmental authority or court binding upon such the Grantor or its property, (ivd) will not violate or result in a default under any indenture, agreement or other instrument binding upon such the Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien lien, charge or encumbrance on any asset of such the Grantor. (b) . This Agreement has been duly executed and delivered by such the Grantor and constitutes, a legal, valid and binding obligation of such the Grantor, enforceable against such the Grantor in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (iib) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Grantor is not (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

Organizational Matters; Enforceability, Etc. (a) Each The Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organizationDelaware. The execution, delivery and performance of this Security Agreement, and the grant of the security interests pursuant hereto, (ia) are within such the Grantor’s corporate powers and have been duly authorized by all necessary corporate or other action, (iib) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ai) such as have been obtained or made and are in full force and effect and (Bii) filings and recordings in respect of the security interests created pursuant hereto, (iiic) will not violate any applicable law or regulation or the charter, bylaws certificate of incorporation or other organizational documents by-laws of such the Grantor or any order of any governmental authority or court binding upon such the Grantor or its property, (ivd) will not violate or result in a default under any material indenture, agreement or other instrument binding upon such the Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien lien, charge or encumbrance on any asset of such the Grantor. (b) . This Security Agreement has been duly executed and delivered by such the Grantor and constitutes, a legal, valid and binding obligation of such the Grantor, enforceable against such the Grantor in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (iib) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the Grantor nor any of its subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Organizational Matters; Enforceability, Etc. (a) Each Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (i) are within such Grantor’s powers and have been duly authorized by all necessary corporate or other action, (ii) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ax) such as have been obtained or made and are in full force and effect and (By) filings and recordings in respect of the security interests created pursuant hereto, (iii) will not violate any applicable law or regulation or (x) the charter, bylaws or other organizational documents of such Grantor or (y) in any material respect any applicable law or regulation or any order of any governmental authority Governmental Authority or court binding upon such Grantor or its property, (iv) will not materially violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such personPerson, and (v) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such Grantor. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ix) are within such Grantor’s powers and have been duly authorized by all necessary corporate or other action, (iiy) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ai) such as have been obtained or made and are in full force and effect and (Bii) filings and recordings in respect of the security interests created pursuant hereto, (iii) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Grantor or any order of any governmental authority or court binding upon such Grantor or its property, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (v) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such Grantor. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each Grantor Subsidiary Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within such GrantorSubsidiary Guarantor’s capacity and powers and have been duly authorized by all necessary corporate or other action, (iib) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ai) such as have been obtained or made and are in full force and effect and (Bii) filings and recordings in respect of the security interests created pursuant hereto, (iiic) will not violate any applicable law or regulation or the charter, bylaws by laws, memorandum and articles of association or other organizational documents of such Grantor Subsidiary Guarantor or any order of any governmental authority or court binding upon on such Grantor Subsidiary Guarantor or its property, (ivd) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor Subsidiary Guarantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien lien, charge or encumbrance on any asset of such Grantor. (b) Subsidiary Guarantor. This Agreement has been duly executed and delivered by such Grantor Subsidiary Guarantor and constitutes, a legal, valid and binding obligation of such GrantorSubsidiary Guarantor, enforceable against such Grantor Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (iib) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). None of the LEGAL_US_E # 148181006.4 Subsidiary Guarantors is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Organizational Matters; Enforceability, Etc. (a) Each Grantor Subsidiary Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within such GrantorSubsidiary Guarantor’s capacity and powers and have been duly authorized by all necessary corporate or other action, (iib) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ai) such as have been obtained or made and are in full force and effect and (Bii) filings and recordings in respect of the security interests created pursuant hereto, (iiic) will not violate any applicable law or regulation or the charter, bylaws by‑laws, memorandum and articles of association or other organizational documents of such Grantor Subsidiary Guarantor or any order of any governmental authority or court binding upon on such Grantor Subsidiary Guarantor or its property, (ivd) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor Subsidiary Guarantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien lien, charge or encumbrance on any asset of such Grantor. (b) Subsidiary Guarantor. This Agreement has been duly executed and delivered by such Grantor Subsidiary Guarantor and constitutes, a legal, valid and binding obligation of such GrantorSubsidiary Guarantor, enforceable against such Grantor Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (iib) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). None of the Subsidiary Guarantors is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Organizational Matters; Enforceability, Etc. (a) Each The Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within such the Grantor’s powers and have been duly authorized by all necessary corporate or other action, (iib) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ai) such as have been obtained or made and are in full force and effect and effect, (Bii) filings and recordings in respect of the security interests created pursuant hereto, and (iii) filings which are required or reasonably prudent pursuant to federal or state securities laws or applicable stock exchanges rules, (c) will not violate any applicable law or regulation or the charter, bylaws by-laws or other organizational documents of such the Grantor or any order of any governmental authority or court binding upon such the Grantor or its property, (ivd) will not violate or result in a default under any indenture, agreement or other instrument binding upon such the Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien lien, charge or encumbrance on any asset of such the Grantor. (b) . This Agreement has been duly executed and delivered by such the Grantor and constitutes, a legal, valid and binding obligation of such the Grantor, enforceable against such the Grantor in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (iib) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the Grantor nor any of its subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

Organizational Matters; Enforceability, Etc. (a) Each Grantor Subsidiary Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within such GrantorSubsidiary Guarantor’s capacity and powers and have been duly authorized by all necessary corporate or other action, (iib) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ai) such as have been obtained or made and are in full force and effect and (Bii) filings and recordings in respect of the security interests created pursuant hereto, (iiic) will not violate any applicable law or regulation or the charter, bylaws by laws, memorandum and articles of association or other organizational documents of such Grantor Subsidiary Guarantor or any order of any governmental authority or court binding upon on such Grantor Subsidiary Guarantor or its property, (ivd) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor Subsidiary Guarantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien lien, charge or encumbrance on any asset of such Grantor. (b) Subsidiary Guarantor. This Agreement has been duly executed and delivered by such Grantor Subsidiary Guarantor and constitutes, a legal, valid and binding obligation of such GrantorSubsidiary Guarantor, enforceable against such Grantor Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (iib) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). None of the LEGAL_US_E # 148180534.4 Subsidiary Guarantors is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Organizational Matters; Enforceability, Etc. (a) Each The Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant granting of the security interests pursuant hereto, (i) are within such the Grantor’s powers and have been duly authorized by all necessary corporate or other action, (ii) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (A) such as have been obtained or made and are in full force and effect and (B) filings and recordings in respect of the security interests created pursuant hereto, (iii) will not violate any applicable law or regulation or the charter, bylaws bylaws, articles of association or other organizational documents of such the Grantor or any order of any governmental authority or court binding upon such the Grantor or its property, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon such the Grantor or any of its assets, or give rise to a right thereunder there under to require any payment to be made by any such person, and (v) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such the Grantor. (b) This Agreement has been duly executed and delivered by such the Grantor and constitutes, a legal, valid and binding obligation of such the Grantor, enforceable against such the Grantor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within such Grantor’s powers and have been duly authorized by all necessary corporate or other action, (iib) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ai) such as have been obtained or made and are in full force and effect and (Bii) filings and recordings in respect of the security interests created pursuant hereto, (iiic) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Grantor or any order of any governmental authority or court binding upon such Grantor or its property, (ivd) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such Grantor. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (iib) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (i) are within such Grantor’s powers and have been duly authorized by all necessary corporate or other action, (ii) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or courtGovernmental Authority, except for (A1) such as have been obtained or made and are in full force and effect and effect, (B2) filings and recordings in respect of the security interests created pursuant heretohereto and (3) such other consent, approval, registration, filing or action the failure to obtain or perform which would not adversely affect the Liens created hereunder and could not reasonably be expected to result in a Material Adverse Effect, (iii) will not violate any applicable law or regulation Law or the charter, bylaws or other organizational documents Organizational Documents of such Grantor or any order of any governmental authority or court Governmental Authority binding upon such Grantor or its property, (iv) will not violate conflict with or result in a material default under any material indenture, agreement or other instrument binding upon such Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such personPerson, and (v) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such Grantor. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each Such Grantor is duly organizedorganized and formed, validly existing and in good standing under the laws Laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (i) are within such Grantor’s powers and have been duly authorized by all necessary corporate corporate, limited liability company or other actionaction (as applicable), (ii) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or courtGovernmental Authority, except for (A1) such as have been obtained or made and are in full force and effect and (B2) filings and recordings in respect of the security interests created pursuant hereto, (iii) will not violate any applicable law or regulation Law or the charter, bylaws or other organizational documents of such Grantor or any order of any governmental authority or court Governmental Authority binding upon such Grantor or its property, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, Person and (v) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such Grantor. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organizational Matters; Enforceability, Etc. (a) Each The Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (i) are within such the Grantor’s powers and have been duly authorized by all necessary corporate or other limited liability company action, (ii) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or courtGovernmental Authority, except for (A1) such as have been obtained or made and are in full force and effect and (B2) filings and recordings in respect of the security interests created pursuant hereto, (iii) will not violate any applicable law or regulation Applicable Law or the charter, bylaws by-laws or other organizational documents of such the Grantor or any order of any governmental authority or court Governmental Authority binding upon such the Grantor or its property, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon such the Grantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such personPerson, and (v) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of such the Grantor. (b) This Agreement has been duly executed and delivered by such the Grantor and constitutes, a legal, valid and binding obligation of such the Grantor, enforceable against such the Grantor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar other laws of general applicability affecting the enforcement of creditors’ rights generally and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Neither the Grantor nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Organizational Matters; Enforceability, Etc. (a) Each Grantor Subsidiary Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within such GrantorSubsidiary Guarantor’s capacity and powers and have been duly authorized by all necessary corporate or other action, (iib) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (Ai) such as have been obtained or made and are in full force and effect and (Bii) filings and recordings in respect of the security interests created pursuant hereto, (iiic) will not violate any applicable law or regulation or the charter, bylaws by-laws, memorandum and articles of association or other organizational documents of such Grantor Subsidiary Guarantor or any order of any governmental authority or court binding upon on such Grantor Subsidiary Guarantor or its property, (ivd) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor Subsidiary Guarantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) except for the security interests created pursuant hereto, will not result in the creation or imposition of any Lien lien, charge or encumbrance on any asset of such Grantor. (b) Subsidiary Guarantor. This Agreement has been duly executed and delivered by such Grantor Subsidiary Guarantor and constitutes, a legal, valid and binding obligation of such GrantorSubsidiary Guarantor, enforceable against such Grantor Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (iib) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). None of the Subsidiary Guarantors is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.