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

Corporate Existence, Power and Authority. Each of Guarantors is a corporation duly organized and in good standing under the laws of its state or other jurisdiction of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions 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 on the financial condition, results of operation or businesses of any of Guarantors or the rights of Lenders' Agent and Lenders hereunder or under any of the other Financing Agreements. The execution, delivery and performance of this Guarantee is within the corporate powers of each of Guarantors, have been duly authorized by all necessary corporate and shareholder action and are not in contravention of law or the terms of the certificates of incorporation, by-laws, or other organizational documentation of each of Guarantors, or any indenture, material agreement or material undertaking to which any of Guarantors is a party or by which any of Guarantors or its property are bound. This Guarantee constitutes the legal, valid and binding obligation of each of Guarantors enforceable in accordance with its terms, subject to the effect on enforceability of (a) any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each of Guarantors Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its state or other jurisdiction of incorporation organization and is duly qualified as a foreign corporation or limited liability company and in good standing in all states or other jurisdictions 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 on the financial condition, results of operation or businesses of any of Guarantors or the rights of Lenders' Agent and Lenders hereunder or under any of the other Financing AgreementsMaterial Adverse Effect. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the each Borrower’s and Guarantor’s corporate powers of each of Guarantorsor limited liability company powers, (b) have been duly authorized by all necessary corporate and shareholder action and authorized, (c) are not in contravention of law or the terms of the certificates any Borrower’s or Guarantor’s certificate or articles of incorporation, by-lawsby‑laws, or other organizational documentation of each of Guarantorsdocumentation, or any indenture, material agreement Material Agreement or other material undertaking to which any of Guarantors Borrower or Guarantor is a party or by which any of Guarantors Borrower or Guarantor or its property are boundbound 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 or Guarantor, except in favor of Administrative Agent. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each of Guarantors such Borrower and Guarantor enforceable in accordance with its their respective terms, subject to the effect on except as enforceability of (a) any is limited by bankruptcy, insolvency, reorganization, moratorium or similar other laws relating to or affecting generally the enforcement of creditors' ’ rights generally and (b) except to the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any extent that availability of the other Guarantors remedy of specific performance or injunctive relief is subject to the discretion of the court before which any other person signs this Guarantee at any timeproceeding therefor may be brought.

Corporate Existence, Power and Authority. Each of Guarantors Borrower is a corporation and Guarantor is a limited liability company, each duly organized and in good standing under the laws of its state or other jurisdiction of incorporation or organization, and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions 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 on the financial condition, results of operation or businesses of any of Guarantors or the rights of Lenders' Agent and Lenders hereunder or under any of the other Financing AgreementsMaterial Adverse Effect. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the Borrower’s and Guarantor’s corporate powers of each of Guarantorsor limited liability company powers, as applicable, (b) have been duly authorized by all necessary corporate and shareholder action and authorized, (c) are not in contravention of law or the terms of the certificates of incorporation, by-laws, Borrower’s or Guarantor’s applicable other organizational documentation of each of Guarantorsdocumentation, or any indenture, material agreement or material undertaking to which any of Guarantors Borrower or Guarantor is a party or by which any of Guarantors Borrower or Guarantor or its property are boundbound 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 Guarantor. This Guarantee constitutes Agreement and the other Financing Agreements to which Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each of Guarantors Borrower and Guarantor enforceable in accordance with its terms, subject to the effect on their respective terms except as such enforceability of (a) any may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of limiting creditors' ’ rights generally and (b) the application of be general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any timeequitable principles.

Corporate Existence, Power and Authority. Each of Guarantors is a corporation duly organized and in good standing under the laws of its state or other jurisdiction of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions 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 on the financial condition, results of operation or businesses of any of Guarantors or the rights of Lenders' Agent and Lenders or any Lender hereunder or under any of the other Financing Agreements. The execution, delivery and performance of this Guarantee Guaranty is within the corporate powers of each of Guarantors, have been duly authorized by all necessary corporate and shareholder action and are not in contravention of law or the terms of the certificates of incorporation, by-laws, or other organizational documentation of each of Guarantors, or any indenture, material agreement or material undertaking to which any of Guarantors is a party or by which any of Guarantors or its property are bound. This Guarantee Guaranty constitutes the legal, valid and binding obligation of each of Guarantors enforceable in accordance with its terms, subject to the effect on enforceability of (a) any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any one of Guarantors signing this Guarantee Guaranty shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee Guaranty at any time.

Corporate Existence, Power and Authority. Each of Guarantors is a corporation duly organized and in good standing under the laws of its state or other jurisdiction of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions 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 on the financial condition, results of operation or businesses of any of Guarantors or the rights of Lenders' Agent and Lenders hereunder or under any of the other Financing Agreements. The execution, delivery and performance of this Guarantee is within the corporate powers of each of Guarantors, have has been duly authorized by all necessary corporate and shareholder action and are is not in contravention of law or the terms of the certificates of incorporation, by-laws, or other organizational documentation of each of Guarantors, or any indenture, material agreement or material undertaking to which any of Guarantors is a party or by which any of Guarantors or its property are bound. This Guarantee constitutes the legal, valid and binding obligation of each of Guarantors enforceable in accordance with its terms, subject to the effect on enforceability of (a) any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each of Guarantors Borrower and Guarantor is a corporation corporation, limited liability company, limited partnership or trust duly organized and in good standing under the laws of its state or other jurisdiction of incorporation organization and is duly qualified as a foreign corporation corporation, limited partnership or trust and in good standing in all states or other jurisdictions 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 has not or would not reasonably be expected to have a material adverse effect on the financial condition, results of operation or businesses of any of Guarantors or the rights of Lenders' Agent and Lenders hereunder or under any of the other Financing AgreementsMaterial Adverse Effect. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the each Borrower’s and Guarantor’s corporate powers of each of Guarantorsor limited liability company or limited partnership powers, (b) have been duly authorized by all necessary corporate and shareholder action and authorized, (c) are not in contravention of law applicable laws in any material respect or the terms of the certificates any Borrower’s or Guarantor’s certificate of incorporation, by-lawscertificate of formation, bylaws, operating agreement, limited partnership agreement, or other organizational documentation of each of Guarantorsdocumentation, or any indenture, material agreement or material undertaking to which any of Guarantors Borrower or Guarantor is a party or by which any of Guarantors Borrower or Guarantor or its property are boundbound 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 or Guarantor except as permitted thereunder or hereunder. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each of Guarantors such Borrower and Guarantor enforceable in accordance with its their respective terms, subject to the effect on enforceability of (a) any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each of Guarantors Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its state or other jurisdiction of incorporation organization and is duly qualified as a foreign corporation or an extra-provincial corporation and in good standing in all states or other jurisdictions 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 on the such Borrower’s or Guarantor’s financial condition, results of operation or businesses of any of Guarantors business or the rights of Lenders' Agent and Lenders hereunder in or under to any of the other Financing AgreementsCollateral. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the each Borrower’s and Guarantor’s corporate powers of each of Guarantorspowers, (b) have been duly authorized by all necessary corporate and shareholder action and authorized, (c) are not in any material respect in contravention of law or the terms of the certificates any Borrower’s or Guarantor’s certificate of incorporation, by-by laws, or other organizational documentation of each of Guarantorsdocumentation, or any indenture, material agreement or material undertaking to which any of Guarantors Borrower or Guarantor is a party or by which any of Guarantors Borrower or Guarantor or its property are boundbound and (d) except as expressly permitted hereunder, 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 or Guarantor. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each of Guarantors such Borrower and Guarantor enforceable in accordance with its their respective terms, subject to the effect on enforceability of (a) any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each of Guarantors Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its state or other jurisdiction of incorporation organization and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions 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 on the financial condition, results of operation or businesses of any of Guarantors or the rights of Lenders' Agent and Lenders hereunder or under any of the other Financing AgreementsMaterial Adverse Effect. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the each Borrower's and Guarantor's corporate powers of each of Guarantorspowers, (b) have been duly authorized by all necessary corporate and shareholder action and authorized, (c) are not in contravention of law or the terms of the certificates any Borrower's or Guarantor's certificate of incorporation, by-by laws, or other organizational documentation of each of Guarantorsdocumentation, or any indenture, material agreement or material undertaking to which any of Guarantors Borrower or Guarantor is a party or by which any of Guarantors Borrower or Guarantor or its property are boundbound 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 or Guarantor, except in favor of Agent. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each of Guarantors such Borrower and Guarantor enforceable in accordance with its their respective terms, subject to the effect on enforceability of (a) any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each of Guarantors is a corporation duly organized and in good standing under the laws of its state or other jurisdiction of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions 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 on the financial condition, results of operation or businesses of any of Guarantors or the rights of Lenders' Agent and Lenders Lender hereunder or under any of the other Financing Agreements. The execution, delivery and performance of this Guarantee is within the corporate powers of each of Guarantors, have been duly authorized by all necessary corporate and shareholder action and are not in contravention of law or the terms of the certificates of incorporation, by-laws, or other organizational documentation of each of Guarantors, or any indenture, material agreement or material undertaking to which any of Guarantors is a party or by which any of Guarantors or its property are bound. This Guarantee constitutes the legal, valid and binding obligation of each of Guarantors enforceable in accordance with its terms, subject to the effect on enforceability of (a) any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any one of Guarantors signing this Guarantee shall be Guarantee bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any time.