Common use of Authorization; Enforceability Clause in Contracts

Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents are within each applicable Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance by each Loan Party of each of the Loan Documents Document to which such Loan Party is a party are within each applicable such Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents Document are within each applicable Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance by each Loan Party of each of the Loan Documents to which such Loan Party is a party are within each applicable such Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance by each Loan Party of each of the Loan Documents Document to which such Loan Party is a party (a) are within each applicable such Loan Party’s corporate or other organizational power and (b) have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance by each Loan Party of each of the Loan Documents Document to which it is a party are within each applicable such Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents Transactions are within each applicable Loan Party’s corporate or other organizational power powers and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any each Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservationsapplicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity.

Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents Transactions are within each applicable Loan Party’s corporate or other organizational power powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action of such Loan Party. Each Loan Document to which any each Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservationsapplicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity.

Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents are within each applicable Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation obligations of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance by each Loan Party of each of the Loan Documents Document to which such Loan Party is a party are within each applicable such Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents are within Holdings’ and/or each applicable Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of Holdings and such Loan Party. Each Loan Document to which Holdings and/or any Loan Party is a party has been duly executed and delivered by Holdings and/or such Loan Party and is a legal, valid and binding obligation of Holdings and/or such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents Document by each Loan Party that is a party thereto are within each applicable such Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance of each of Each Loan Party has the Loan Documents are within each applicable Loan Party’s corporate or other organizational power and have has been duly authorized by all necessary corporate or other organizational action of such Loan Partyto enter into the Transactions. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is constitutes a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party, enforceable Party in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Legal Reservationsenforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Authorization; Enforceability. The execution, delivery and performance by each Loan Party of each of the Loan Documents Document to which such Loan Party is a party are within each applicable Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance by each Loan Party of each of the Loan Documents Document to which it is a party are within each applicable such Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance of each of the Financing Documents to which a Loan Documents are within each applicable Loan Party’s corporate or other organizational power and Party is a party have been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party. Each Loan Financing Document to which any Loan Party is a party has been duly executed and delivered by such the Loan Party party thereto and is a legal, the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, subject except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the Legal Reservationsor limiting creditors’ rights generally or by general equitable principles.

Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents are within each applicable Loan Party’s corporate or other organizational power -104- and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The executionEach Loan Party has the power and authority to, delivery and performance of each of is duly authorized to, execute and deliver the Loan Documents are within each applicable Loan Party’s corporate or other organizational power and have been duly authorized to be executed by all necessary corporate or other organizational action of such Loan Party. Each of the Loan Document Documents to which any a Loan Party is a party has been duly executed and delivered by such Loan Party and is a party, constitutes the legal, valid and binding obligation obligations of such Loan Party, enforceable in accordance with its terms, Party subject to the Legal Reservationsentry by the Bankruptcy Court of the Interim Order and, when applicable, the Final Order.

Authorization; Enforceability. The execution, delivery and performance by each Loan Party party hereto of each of the Loan Documents this Agreement are within each applicable such Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party This Agreement has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Authorization; Enforceability. The executionEach Loan Party has the corporate power and authority to, delivery and performance of each of is duly authorized to, execute and deliver the Loan Documents are within each applicable Loan Party’s corporate or other organizational power and have been duly authorized to be executed by all necessary corporate or other organizational action of such Loan Party. Each of the Loan Document Documents to which any a Loan Party is a party has been duly executed and delivered by such Loan Party and is a party, constitutes the legal, valid and binding obligation obligations of such Loan Party, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights generally and subject to the Legal Reservationsgeneral principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents are within each applicable to which a Loan Party’s corporate or other organizational power and Party is a party have been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such the Loan Party party thereto and is a legal, the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, subject except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the Legal Reservationsor limiting creditors’ rights generally or by general equitable principles.

Authorization; Enforceability. The execution, delivery and performance by each Loan Party of each of the Loan Documents are within each applicable Document to which such Loan Party’s corporate or other organizational power and Party is a party have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, subject to except as such enforceability may be limited by the Legal Reservations.

Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents Document by each Loan Party that is a party thereto are within each applicable such Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, Party enforceable against it in accordance with its terms, subject to the Legal Reservations.