Common use of Proper Form; No Recordation Clause in Contracts

Proper Form; No Recordation. With respect to Ultimate Parent and each Loan Party that is a Foreign Subsidiary, this Agreement and each other Loan Document to which it is a party are in proper legal form under the Laws of the jurisdiction in which such Person is organized and existing for the enforcement thereof against such Person under the Laws of such jurisdiction and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and such other Loan Documents. It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement or any other Loan Document to which Ultimate Parent or any Loan Party that is a Foreign Subsidiary is party, that this Agreement or such other Loan Document be filed, registered or recorded with, or executed or notarized before, any court or other Governmental Authority in the jurisdiction in which Ultimate Parent or such Loan Party, as applicable, is organized and existing or that any registration charge or stamp or similar Tax be paid on or in respect of this Agreement or any such other Loan Document, except for (a) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the applicable Loan Document is sought to be enforced and (b) any charge or Tax as has been timely paid by Ultimate Parent or such Loan Party.

Proper Form; No Recordation. With respect to Ultimate Parent and each Loan Party that is a Foreign Subsidiary, this Agreement and each other Loan Document to which it is a party are in proper legal form under the Laws of the jurisdiction in which such Person Loan Party is organized and existing for the enforcement thereof against such Person Loan Party under the Laws of such jurisdiction and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and such other Loan Documents. It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement or any other Loan Document to which Ultimate Parent or any Loan Party that is a Foreign Subsidiary is party, that this Agreement or such other Loan Document be filed, registered or recorded with, or executed or notarized before, any court or other Governmental Authority in the jurisdiction in which Ultimate Parent or such Loan Party, as applicable, Party is organized and existing or that any registration charge or stamp or similar Tax be paid on or in respect of this Agreement or any such other Loan Document, except for (a) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the applicable Loan Document is sought to be enforced and (b) any charge or Tax as has been timely paid by Ultimate Parent or such Loan Party.

Proper Form; No Recordation. With respect to Ultimate Parent and each Loan Party that is a Foreign Subsidiary, this Agreement and each other Loan Document to which it is a party are in proper legal form under the Laws of the jurisdiction in which such Person is organized and existing for the enforcement thereof against such Person under the Laws of such jurisdiction and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and such other Loan Documents. It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement or any other Loan Document to which Ultimate Parent or any Loan Party that is a Foreign Subsidiary is party, that this Agreement or such other Loan Document be filed, registered or recorded with, or executed or notarized before, any court or other Governmental Authority in the jurisdiction in which Ultimate Parent or such Loan Party, as applicable, Person is organized and existing or that any registration charge or stamp or similar Tax be paid on or in respect of this Agreement or any such other Loan Document, except for (a) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the applicable Loan Document is sought to be enforced and (b) any charge or Tax as has been timely paid by Ultimate Parent or such Loan Party.