Common use of Power and Authority; Conflicts; Enforceability Clause in Contracts

Power and Authority; Conflicts; Enforceability. (i) Each Company has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which such Company is a party, and to perform all of such Company’s obligations thereunder. (ii) The execution and delivery by each of this Financing Agreement and the other Loan Documents to which such Company is a party, and the performance of such Company’s obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such Company that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such Company (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), (y) violate, or cause such Company to be in default under, any law, rule, regulation, order, judgment or award applicable to such Company or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such Company a signatory or by which such Company or such Company’s assets are bound or affected. (iii) This Financing Agreement and the other Loan Documents to which the Companies (or any of them) are parties constitute legal valid and binding obligations of the Companies, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each Company has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which such Company is a party, and to perform all of such Company’s 's obligations thereunder. (ii) The execution and delivery by each of this Financing Agreement and the other Loan Documents to which such Company is a party, and the performance of such Company’s 's obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such Company that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such Company (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), (y) violate, or cause such Company to be in default under, any law, rule, regulation, order, judgment or award applicable to such Company or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such Company a signatory or by which such Company or such Company’s 's assets are bound or affected. (iii) This Financing Agreement and the other Loan Documents to which the Companies (or any of them) are parties constitute legal valid and binding obligations of the Companies, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ ' rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each The Company has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which such Company it is a party, and to perform all of such the Company’s obligations thereunder. (ii) The execution and delivery by each the Company of this Financing Agreement and the other Loan Documents to which such Company it is a party, and the performance of such the Company’s obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such the Company that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such the Company (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), (y) violate, or cause such the Company to be in default under, any law, rule, regulation, order, judgment or award Governmental Requirement applicable to such the Company or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such the Company is a signatory or by which such the Company or such any of the Company’s assets are bound or affected, except in each case where such violation or default could not reasonably be expected to have a Material Adverse Effect. (iii) This Financing Agreement and the other Loan Documents to which the Companies (or any of them) are parties Company is a party constitute legal legal, valid and binding obligations of the CompaniesCompany, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each The Company has full power and authority to execute and deliver this Financing Agreement and the other Loan Transaction Documents to which such Company it is a party, and to perform all of such the Company’s 's obligations hereunder and thereunder. (ii) The execution and delivery by each the Company of this Financing Agreement and the other Loan Transaction Documents to which such Company it is a party, and the performance of such the Company’s 's obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such the Company that has not been obtained, ; (x) violate any term, provision or covenant contained in the organizational documents of such the Company (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), ; (y) violate, or cause such the Company to be in default under, any material law, rule, regulation, order, judgment or award applicable to such the Company or its assets, ; or (z) violate any term, provision, covenant or representation contained in the Xxxxxx Holding Senior Credit Facility or the Xxxxxx Holding Second Lien Facility or, except to the extent such violation would not result in a Material Adverse Effect, violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such the Company is a signatory or by which such the Company or such any of the Company’s 's assets are bound or affected. (iii) This Financing Agreement and the other Loan Transaction Documents to which the Companies (or any of them) are parties Company is a party constitute legal valid and binding obligations of the CompaniesCompany, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ ' rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each Company has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which such Company is a party, and to perform all of such Company’s 's obligations thereunder. (ii) The execution and delivery by each of this Financing Agreement and the other Loan Documents to which such Company is a party, and the performance of such Company’s 's obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such Company that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such Company (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), (y) violate, or cause such Company to be in default under, any law, rule, regulation, order, judgment or award applicable to such Company or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge 31 <PAGE> agreement to which such Company a signatory or by which such Company or such Company’s 's assets are bound or affected. (iii) This Financing Agreement and the other Loan Documents to which the Companies (or any of them) are parties constitute legal valid and binding obligations of the Companies, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ ' rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each The Company has full power and authority to execute and deliver this Financing Agreement and the other Loan DIP Financing Documents to which such Company it is a party, and to perform all of such the Company’s obligations thereunder, subject to the Financing Order. (ii) The execution and delivery by each the Company of this Financing Agreement and the other Loan DIP Financing Documents to which such Company it is a party, and the performance of such the Company’s obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (wx) require any consent or approval of any director, shareholder, partner or member of such the Company that has not been obtained, (xy) violate any term, provision or covenant contained in the organizational documents of such the Company (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), or (yz) violate, or cause such the Company to be in default under, any law, rule, regulation, order, judgment or award applicable to such the Company or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such Company a signatory or by which such Company or such Company’s assets are bound or affected. (iii) This Financing Agreement and the other Loan DIP Financing Documents to which the Companies (or any of them) are parties Company is a party constitute legal valid and binding obligations of the CompaniesCompany, enforceable in accordance with their respective terms, subject to the Financing Order and applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each Company has The Companies have full power and authority to execute and deliver this Financing Agreement and the other Loan Financing Documents to which such Company is they are a party, and to perform all of such Company’s the Companies’ obligations thereunder. (ii) The execution and delivery by each the Companies of this Financing Agreement and the other Loan Financing Documents to which such Company it is a party, and the performance of such Company’s the Companies’ obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such Company the Companies that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such Company the Companies (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), (y) violate, or cause such Company the Companies to be in default under, any law, rule, regulation, order, judgment or award applicable to such Company the Companies or its their assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such Company a signatory the Companies are signatories or by which such Company the Companies or such Company’s any of the Companies’ assets are bound or affected. (iii) This Financing Agreement and the other Loan Financing Documents to which the Companies (or any of them) are parties a party constitute legal valid and binding obligations of the Companies, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principles principals of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each The Company has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which such Company it is a party, and to perform all of such the Company’s obligations thereunder. (ii) The execution and delivery by each the Company of this Financing Agreement and the other Loan Documents to which such Company it is a party, and the performance of such the Company’s obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such the Company that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such the Company (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), (y) to the knowledge of the Company, violate, or cause such the Company to be in default under, any law, rule, regulation, order, judgment or award applicable to such the Company or its assetsassets in any material respect, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such the Company is a signatory or by which such the Company or such any of the Company’s assets are bound or affected. (iii) This Financing Agreement and the other Loan Documents to which the Companies (or any of them) are parties Company is a party constitute legal valid and binding obligations of the CompaniesCompany, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principles principals of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (ia) Each Company Borrower has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which such Company Borrower is a party, and to perform all of such CompanyBorrower’s obligations thereunder. (iib) The execution and delivery by each Borrower of this Financing Agreement and the other Loan Documents to which such Company Borrower is a party, and the performance of such CompanyBorrower’s obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such Company Borrower that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents Organizational Documents of such Company Borrower (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws bylaws or operating agreement), (y) violate, or cause such Company Borrower to be in default under, any law, rule, regulation, order, judgment or award applicable to such Company Borrower or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such Company Borrower is a signatory or by which such Company Borrower or such CompanyBorrower’s assets are bound or affected. (iiic) This Financing Agreement and the other Loan Documents to which the Companies (or any of them) are parties Borrower is party constitute legal valid and binding obligations of the CompaniesBorrower, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each Company has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which such Company is a party, and to perform all of such Company’s 's obligations thereunder. (ii) The execution and delivery by each Company of this Financing Agreement and the other Loan Documents to which such Company is a party, and the performance of such Company’s 's obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such Company that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such Company (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), (y) violate, or cause such Company to be in default under, any law, rule, regulation, order, judgment or award applicable to such Company or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such Company is a signatory or by which such Company or any of such Company’s 's assets are bound or affected. (iii) This Financing Agreement and the other Loan Documents to which the Companies (or any of them) are parties constitute legal valid and binding obligations of the Companies, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ ' rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each Company Borrower has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which such Company Borrower is a party, and to perform all of such CompanyBorrower’s obligations thereunder. (ii) The execution and delivery by each Borrower of this Financing Agreement and the other Loan Documents to which such Company Borrower is a party, and the performance of such CompanyBorrower’s obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such Company Borrower that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such Company Borrower (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), (y) violate, or cause such Company Borrower to be in default under, any law, rule, regulation, order, judgment or award applicable to such Company Borrower or its assets, except for violations or defaults that could not reasonably be expected to result in a Material Adverse Effect or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such Company Borrower is a signatory or by which such Company Borrower or such Company’s its assets are bound or affected, except, in the case of a violation or default described in this clause (z), could not reasonably be expected to result in a Material Adverse Effect . (iii) This Financing Agreement and the other Loan Documents to which the Companies (or any of them) are parties each Borrower is a party constitute legal valid and binding obligations of the Companiessuch Borrower, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each The Company has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which such Company it is a party, and to perform all of such the Company’s 's obligations thereunder. (ii) The execution and delivery by each the Company of this Financing Agreement and the other Loan Documents to which such Company it is a party, and the performance of such the Company’s 's obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such the Company that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such the Company (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), (y) violate, or cause such the Company to be in default under, any law, rule, regulation, order, judgment or award applicable to such the Company or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such the Company is a signatory or by which such the Company or such any of the Company’s 's assets are bound or affected. (iii) This Financing Agreement and the other Loan Documents to which the Companies (or any of them) are parties Company is a party constitute legal valid and binding obligations of the CompaniesCompany, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ ' rights generally, and subject to general principles principals of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Each The Company has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which such Company it is a party, and to perform all of such the Company’s obligations thereunder. (ii) The execution and delivery by each the Company of this Financing Agreement and the other Loan Documents to which such Company it is a party, and the performance of such the Company’s obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director, shareholder, partner or member of such the Company that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such the Company (such as the certificate or articles of incorporation, certificate of origin, partnership agreement, by-laws or operating agreement), (y) violate, or cause such the Company to be in default under, any law, rule, regulation, order, judgment or award applicable to such the Company or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such the Company is a signatory or by which such the Company or such any of the Company’s assets are bound or affected. (iii) This Financing Agreement and the other Loan Documents to which the Companies (or any of them) are parties Company is a party constitute legal valid and binding obligations of the CompaniesCompany, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.