Common use of Corporate Existence, Power and Authority Clause in Contracts

Corporate Existence, Power and Authority. Each Borrower is a corporation duly organized and in good standing under the laws of its State or country of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all States or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except to the extent required in connection with a transaction permitted under Section 9.7 hereof. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower except in favor of Agent pursuant to this Agreement and the other Financing Agreements. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity.

Corporate Existence, Power and Authority. Each Borrower Loan Party and each Subsidiary thereof is a corporation corporation, limited liability company, limited partnership or other legal entity duly organized and in good standing under the laws of its State or country jurisdiction of incorporation or organization and is duly qualified as a foreign corporation corporation, limited liability company, limited partnership, or other legal entity and in good standing in all States states or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except to the extent required in connection with a transaction permitted under Section 9.7 hereofEffect. The execution, delivery and performance of this Agreement, Agreement and the other Financing Agreements Loan Documents and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each BorrowerLoan Party’s corporate corporate, limited liability company, limited partnership or other comparable powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any BorrowerLoan Party’s certificate of incorporation, by-lawscertificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement agreement, undertaking or undertaking Material Contract to which any Borrower Loan Party is a party or by which any Borrower Loan Party or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance Lien upon any property of any Borrower except Loan Party (other than (i) Liens in favor of the Administrative Agent pursuant to this Agreement on behalf of itself and the other Financing AgreementsSecured Parties or (ii) Liens permitted under Section 10.2). This Agreement and the other Financing Agreements Loan Documents to which any Borrower Loan Party is a party constitute legal, valid and binding obligations of each Borrower such Loan Party enforceable in accordance with their respective terms, except as such ; provided that the enforceability may be limited by any applicable hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency, reorganization, moratorium, or insolvency and similar law laws affecting the enforcement of creditors’ rights generally and by general principles of equitygenerally.

Corporate Existence, Power and Authority. Each Borrower is a corporation limited liability company duly organized and in good standing under the laws of its State or country state of incorporation or organization and is duly qualified as a foreign corporation limited liability company and in good standing in all States states or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except material adverse effect on Borrower’s financial condition, results of operation or business or the rights of Lender in or to any of the extent required in connection with a transaction permitted under Section 9.7 hereofCollateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s corporate limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s certificate of incorporationformation, by-laws, limited liability company agreement or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower Borrower, except in favor of Agent pursuant to as created or otherwise permitted by this Agreement and the other Financing AgreementsAgreement. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms, except as such enforceability to the extent that enforcement of certain rights and remedies may be limited by any applicable bankruptcythe provisions of the United States Bankruptcy Code, insolvency, reorganization, moratoriumas amended from time to time, or similar law other laws affecting creditors’ the rights generally and by general principles of equitycreditors generally.

Corporate Existence, Power and Authority. Each Borrower is a corporation duly organized and in good standing under the laws of its State or country state of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all States states or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except material adverse effect on Borrowers' financial condition, results of operation or business or the rights of Lender in or to any of the extent required in connection with a transaction permitted under Section 9.7 hereofCollateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower except in favor of Agent pursuant to this Agreement and the other Financing AgreementsBorrower. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower Borrowers enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity.

Corporate Existence, Power and Authority. Each Borrower is a corporation duly organized and in good standing under the laws of its State or country of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all States or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except to the extent required in connection with a transaction permitted under Section 9.7 hereof. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower except in favor of Agent pursuant to this Agreement and the other Financing Agreements. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity.

Corporate Existence, Power and Authority. Each Borrower is a corporation limited liability company duly organized and in good standing under the laws of its State jurisdiction of organization or country of incorporation or organization formation and is duly qualified as a foreign corporation limited liability company and in good standing in all States states or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except material adverse effect on Borrower’s financial condition, results of operation or business or the rights of Agent in or to any of the extent required in connection with a transaction permitted under Section 9.7 hereofCollateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s certificate of incorporationincorporation or formation, by-lawsbylaws, operating agreements or other organizational documentation, or any indenture, indenture or material agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower except in favor of Agent pursuant to this Agreement and the other Financing AgreementsBorrower. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by any subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar law other laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Corporate Existence, Power and Authority. Each Borrower and each Guarantor is a corporation or limited liability company, as applicable, each duly organized and in good standing under the laws of its State or country state of incorporation or organization formation, and is duly qualified as a foreign corporation or limited liability company and in good standing in all States states or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not reasonably be expected to have a Material Adverse Effect and except to the extent required in connection with a transaction permitted under Section 9.7 hereofEffect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantors’ corporate or limited liability company powers, as applicable, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s certificate of incorporation, by-laws, or other any Guarantor’s organizational documentation, or any indenture, agreement or undertaking to which Borrower or any Borrower Guarantor is a party or by which Borrower or any Borrower Guarantor or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of Borrower or any Borrower except in favor of Agent pursuant to this Agreement and the other Financing AgreementsGuarantor. This Agreement and the other Financing Agreements to which any Borrower and each Guarantor is a party constitute legal, valid and binding obligations of each Borrower and such Guarantor enforceable in accordance with their respective terms, terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar law affecting laws limiting creditors’ rights generally and by general principles of equityequitable principles.

Corporate Existence, Power and Authority. Each Borrower is a corporation duly organized and in good standing under the laws of its State or country state of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all States states or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except on Borrower’s financial condition, results of operation or business or the rights of Agent in or to any of the extent required in connection with a transaction permitted under Section 9.7 hereofCollateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower except in favor of Agent pursuant to this Agreement and the other Financing AgreementsBorrower. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms, terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium or similar law affecting creditors’ rights and remedies generally and by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Corporate Existence, Power and Authority. Each Borrower is a corporation duly organized and in good standing under the laws of its State or country state of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all States states or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except material adverse effect on Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the extent required in connection with a transaction permitted under Section 9.7 hereofCollateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower Borrower, except in favor of Agent pursuant to as created or otherwise permitted by this Agreement and the other Financing AgreementsAgreement. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms, except as such enforceability to the extent that enforcement of certain rights and remedies may be limited by any applicable bankruptcythe provisions of the United States Bankruptcy Code, insolvency, reorganization, moratoriumas amended from time to time, or similar law other laws affecting creditors’ the rights generally and by general principles of equitycreditors generally.

Corporate Existence, Power and Authority. Each Borrower is a corporation duly organized and in good standing under the laws of its State or country state of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all States states or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except material adverse effect on Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the extent required in connection with a transaction permitted under Section 9.7 hereofCollateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's corporate powers, (b) have been duly authorizedauthorized by all necessary action of Borrower, (c) are not in contravention of law or the terms of any Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower except other than in favor of Agent pursuant to this Agreement and the other Financing AgreementsLender. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by any an applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ ' rights generally and by general principles of equity.

Corporate Existence, Power and Authority. Each Borrower is a corporation duly organized and in good standing under the laws of its State or country of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all States or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except to the extent required in connection with a transaction permitted under Section 9.7 hereof. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower except in favor of Agent pursuant to this Agreement and the other Financing Agreements. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ ' rights generally and by general principles of equity.

Corporate Existence, Power and Authority. Each Borrower is a corporation duly organized and in good standing under the laws of its State or country jurisdiction of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all States states or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except on Borrower’s financial condition, results of operation or business or the rights of Lender in or to any of the extent required in connection with a transaction permitted under Section 9.7 hereofCollateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s certificate of incorporation, by-lawsbylaws, or other organizational documentation, or any indenture, material agreement or material undertaking to which any Borrower is a party or by which any Borrower or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower except Borrower, other than in favor of Agent pursuant to this Agreement and the other Financing AgreementsLender. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms, except as such enforceability to the extent that the availability of equitable remedies may be subject to judicial discretion, and to the extent that enforcement of certain rights and remedies may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, the provisions of the Bankruptcy Code or similar law other laws affecting creditors’ the rights generally and by general principles of equitycreditors generally.

Corporate Existence, Power and Authority. Each Borrower is a corporation duly organized and in good standing under the laws of its State or country jurisdiction of incorporation or organization and is duly qualified as a foreign or extra-provincial corporation and in good standing in all States states, provinces or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except material adverse effect on Borrowers' financial condition, results of operation or business or the rights of Lender in or to any of the extent required in connection with a transaction permitted under Section 9.7 hereofCollateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower except in favor of Agent pursuant to this Agreement and the other Financing AgreementsBorrower. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower Borrowers enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity.

Corporate Existence, Power and Authority. Each Borrower and any Subsidiary of Borrower is a corporation duly organized and in good standing under the laws of its State or country state of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all States states or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and except material adverse effect on Borrower's or such Subsidiary's financial condition, results of operation or business or the rights of Agent in or to any of the extent required in connection with a transaction permitted under Section 9.7 hereofCollateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower except in favor of Agent pursuant to this Agreement and the other Financing Agreements. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity.This