Common use of Due Organization, Authorization, etc Clause in Contracts

Due Organization, Authorization, etc. The Borrower and each of its Subsidiaries (a) is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has the requisite company power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Borrower has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the Borrower. This Agreement and each of the Credit Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

Due Organization, Authorization, etc. The Borrower and each of its Subsidiaries Subsidiary (ai) is a corporation, limited liability company or partnership duly organized, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of incorporationformation, (bii) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries Subsidiary on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m4.01(a), (ciii) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (div) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower and its Subsidiaries of this Agreement the Loan Documents to which they are parties respectively, and the consummation of the transactions contemplated hereby and thereby are within its their respective corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Material Subsidiaries. This Each of this Agreement and each of the Credit Documents other Loan Document is (or when executed and delivered will be) the legal, valid, and binding obligation of such of the Borrower and its Subsidiaries as are parties to such agreements respectively, enforceable against the Borrower such parties in accordance with its such agreements’ respective terms subject to term, except (i) as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, and similar other laws of general applicability relating to or application affecting creditors’ rights generally and general equity principles(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; provided that the Borrower assumes for purposes of this Section 4.01(a) that this Agreement and the other Loan Documents have been validly executed and delivered by each of the parties thereto other than the Borrower and its Subsidiaries.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Material Subsidiary (a) is a company duly organized, validly existing and (to the extent applicable) in good standing under the laws Laws of its jurisdiction of incorporationformation, (b) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, including the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, including shareholder approval, if required). The Each of the Borrower and its Material Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement Requirements of Law or Contractual Obligation binding upon the BorrowerBorrower or such Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or Laws affecting creditors’ rights against the Borrower generally or by general equitable principles; provided that the Borrower assumes for purposes of this Section 5.1 that this Agreement and general equity principlesthe other Loan Documents have been validly executed and delivered by each of the parties hereto and thereto other than the Borrower.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Subsidiary (a) is a company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effectrequired, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries Subsidiary on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m)7.1, (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, foregoing except where the failure to do so would not have a Material Adverse EffectEffect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Subsidiaries has received all material governmental and other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms; provided that the Borrower assumes for purposes of this Section 7.1 that this Agreement and similar laws the other Loan Documents have been validly executed and delivered by each of general applicability relating to or affecting creditors’ rights and general equity principlesthe parties thereto other than the Borrower.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Subsidiary (a) is a company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effectrequired, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries Subsidiary on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m)5.01, (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, foregoing except where the failure to do so would not have a Material Adverse EffectEffect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and powers, have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required)) and do not contravene or conflict with the Borrower’s articles of incorporation or bylaws. The Each of the Borrower and its Subsidiaries has received all material governmental and other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms; provided that the Borrower assumes for purposes of this Section 5.01 that this Agreement and similar laws the other Loan Documents have been validly executed and delivered by each of general applicability relating to or affecting creditors’ rights and general equity principlesthe parties thereto other than the Borrower.

Due Organization, Authorization, etc. The Borrower and each of its Subsidiaries (a) is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has the requisite company power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Borrower has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Credit Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the Borrower. This Agreement and each of the Credit Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Subsidiary (a) is a company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effectrequired, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries Subsidiary on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m)3.01, (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, foregoing except where the failure to do so would not have a Material Adverse EffectEffect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and powers, have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required)) and do not contravene or conflict with the Borrower’s articles of incorporation or bylaws. The Each of the Borrower and its Subsidiaries has received all material governmental and other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms; provided that the Borrower assumes for purposes of this Section 3.01 that this Agreement and similar laws the other Loan Documents have been validly executed and delivered by each of general applicability relating to or affecting creditors’ rights and general equity principlesthe parties thereto other than the Borrower.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Material Subsidiary (a) is a company duly organized, validly existing and (to the extent applicable) in good standing under the laws Laws of its jurisdiction of incorporationformation, (b) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, including the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, including shareholder approval, if required). The Each of the Borrower and its Material Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement Requirements of Law or Contractual Obligation binding upon the BorrowerBorrower or such Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or Laws affecting creditors’ rights against the Borrower generally or by general equitable principles; provided that the Borrower assumes for purposes of this Section 5.1 that this Agreement and general equity principlesthe other Loan Documents have been validly executed and delivered by each of the parties thereto other than the Borrower.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Material Subsidiary (a) is a company duly organized, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of incorporationformation, (b) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Material Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement Requirements of Law or Contractual Obligation binding upon the BorrowerBorrower or such Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or affecting creditors’ ' rights against the Borrower generally or by general equitable principles; provided that the Borrower assumes for purposes of this Section 5.1 that this Agreement and general equity principles.the other Loan Documents have been validly executed and delivered by each of the parties thereto other than the Borrower. Schedule

Due Organization, Authorization, etc. The Each of the ------------------------------------ - Borrower and each of its Subsidiaries Material Subsidiary (a) is a company corporation duly organized, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries Material Subsidiary on Schedule 4.1 5.1 as revised from time to time by the Borrower pursuant ------------ to Section 5.1(m6.1(l), (c) has the requisite company corporate power and authority and the -------------- right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Material Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms; provided that the Borrower assumes for purposes of this Section 5.1 that this Agreement and similar laws the other Loan Documents ----------- have been validly executed and delivered by each of general applicability relating to or affecting creditors’ rights and general equity principlesthe parties thereto other than the Borrower.

Due Organization, Authorization, etc. The Borrower Each of the Loan Parties and each of its Subsidiaries Material Subsidiary (a) is a company duly organized, validly existing and (to the extent applicable) in good standing under the laws Laws of its jurisdiction of incorporationformation, (b) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, including the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower each Loan Party of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, including shareholder approval, if required). The Borrower Each Loan Party and its Material Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement Requirements of Law or Contractual Obligation binding upon the Borrowersuch Loan Party or such Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower Loan Parties party thereto enforceable against the Borrower such Loan Party in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or Laws affecting creditors’ rights against such Loan Party generally or by general equitable principles; provided that each Loan Party assumes for purposes of this Section 5.1 that this Agreement and general equity principlesthe other Loan Documents have been validly executed and delivered by the Administrative Agent and the Lenders.

Due Organization, Authorization, etc. The Borrower Applicant and each of its Subsidiaries the Beneficiary: (ai) is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, formation; (bii) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), required; (ciii) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, ; and (div) has obtained all material licensesLicenses, permits, consents or approvals from or by, and has made all filings with, with and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, including the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower Applicant of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, including shareholder approval, approval if required). The Borrower Applicant and Beneficiary have not taken any corporate action, nor have any other steps been taken or legal proceeding started or, to the knowledge of the Applicant, threatened against Applicant or Beneficiary, for its winding-up, dissolution, administration, examination or reorganization, or for the appointment of a receiver, administrator, administrative receiver, examiner, trustee or similar officer of Applicant or Beneficiary or over any or all of its assets or revenues. The Applicant and Beneficiary has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performanceperformance under, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than in favor of the Administrative Agent and the Issuing Banks pursuant to the Loan Credit Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon Applicant and Beneficiary, except for any contravention of, or conflict with, any such Requirement of Law or Contractual Obligation, which individually or in the Borroweraggregate would not reasonably be expected to result in a Material Adverse Effect. This Agreement and each of the Credit Documents is constitutes (or when executed and delivered will beconstitute) the legal, valid, valid and binding obligation obligations of the Borrower Applicant, enforceable against the Borrower it in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

Due Organization, Authorization, etc. The Borrower and each of --------------------------------------- its Subsidiaries (a) is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower ------------ pursuant to Section 5.1(m), (c) has the requisite company power and authority --------------- and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Borrower has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the Borrower. This Agreement and each of the Credit Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and general equity principles.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Material Subsidiary (ai) is a company corporation duly organized, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of incorporation, (bii) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries Material Subsidiary on Schedule 4.1 4.01(a) as revised from time to time by the Borrower pursuant to Section 5.1(m5.01(a)(xii), (ciii) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (div) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms; provided that the Borrower assumes for purposes of this Section 4.01(a) that this Agreement and similar laws the other Loan Documents have been validly executed and delivered by each of general applicability relating to or affecting creditors’ rights and general equity principlesthe parties thereto other than the Borrower.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Subsidiary (a) is a company Person duly organizedorganized or formed, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization or formation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries Subsidiary on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m5.1(i), (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has (or within three Business Days of the Effective Date will have) obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Subsidiaries that would reasonably be expected to have a Material Adverse Effect. This Agreement and each of the Credit Loan Documents to which the Borrower is a party is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and insolvency or similar laws affecting the enforcement of general applicability creditor's rights generally or by the application of equitable principles relating to enforceability (regardless of whether considered in a proceeding in equity or affecting creditors’ rights at law) including, without limitation, (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and general equity principles(ii) concepts of materiality, reasonableness, good faith and fair dealing; provided that the Borrower assumes for purposes of this Section 4.1 that this Agreement and the other Loan Documents have been validly executed and delivered by each of the parties thereto other than the Borrower.

Due Organization, Authorization, etc. The Borrower and each of its Subsidiaries (a) is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required required, except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m5.1(l), (c) has the requisite company power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Borrower has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Credit Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the Borrower. This Agreement and each of the Credit Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Material Subsidiary (a) is a company duly organized, validly existing and (to the extent applicable) in good standing under the laws Laws of its jurisdiction of incorporationformation, (b) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, including the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, including shareholder approval, if required). The Each of the Borrower and its Material Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement Requirements of Law or Contractual Obligation binding upon the BorrowerBorrower or such Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or Laws affecting creditors’ rights against the Borrower generally or by general equitable principles; provided that the Borrower assumes for purposes of this Section 4.1 that this Agreement and general equity principlesthe other Loan Documents have been validly executed and delivered by each of the parties hereto and thereto other than the Borrower.

Due Organization, Authorization, etc. The Borrower Each of the Loan Parties and each of its Subsidiaries Material Subsidiary (a) is a company duly organized, validly existing and (to the extent applicable) in good standing under the laws Laws of its jurisdiction of incorporationformation, (b) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, including the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, including shareholder approval, if required). The Borrower Each Loan Party and its Material Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement Requirements of Law or Contractual Obligation binding upon the Borrowersuch Loan Party or such Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower Loan Parties party thereto enforceable against the Borrower such Loan Party in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or Laws affecting creditors’ rights against such Loan Party generally or by general equitable principles; provided that each Loan Party assumes for purposes of this Section 4.1 that this Agreement and general equity principlesthe other Loan Documents have been validly executed and delivered by the Administrative Agent and the Lenders.

Due Organization, Authorization, etc. The Each of the ------------------------------------- Borrower and each of its Subsidiaries Subsidiary (a) is a company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries Subsidiary on Schedule 4.1 as revised from time to time by the ------------ Borrower pursuant to Section 5.1(m5.1(l), (c) has the requisite company corporate power and -------------- authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms; provided that the Borrower assumes for purposes of this Section 4.1 that this Agreement and similar laws the other Loan Documents ----------- have been validly executed and delivered by each of general applicability relating to or affecting creditors’ rights and general equity principlesthe parties thereto other than the Borrower.

Due Organization, Authorization, etc. The Each Borrower and each of its Subsidiaries (a) is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the each Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower Max Re pursuant to Section 5.1(m), (c) has the requisite company power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the each Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each Borrower has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Credit Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the such Borrower. This Agreement and each of the Credit Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the such Borrower enforceable against the such Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Subsidiary (a) is a company Person duly organizedorganized or formed, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization or formation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries Subsidiary on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m5.1(i), (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has (or within three Business Days of the Effective Date will have) obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Subsidiaries that would reasonably be expected to have a Material Adverse Effect. This Agreement and each of the Credit Loan Documents to which the Borrower is a party is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and 31 insolvency or similar laws affecting the enforcement of general applicability creditor's rights generally or by the application of equitable principles relating to enforceability (regardless of whether considered in a proceeding in equity or affecting creditors’ rights at law) including, without limitation, (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and general equity principles(ii) concepts of materiality, reasonableness, good faith and fair dealing; provided that the Borrower assumes for purposes of this Section 4.1 that this Agreement and the other Loan Documents have been validly executed and delivered by each of the parties thereto other than the Borrower.

Due Organization, Authorization, etc. The Borrower and each Each of the ------------------------------------ Borrower, its Subsidiaries and the Guarantor (a) is a company duly organized, - validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified to do business and in good standing in - each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and Borrower, each of its Subsidiaries and the Guarantor on Schedule 4.1 as ------------ revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has ------------- - the requisite company power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material - licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by each of the Borrower Borrower, the Guarantor and MRDS of this Agreement and each of the Credit Document and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Borrower has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Credit Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the Borrower. This Agreement and each of the Credit Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower Borrower, the Guarantor and MRDS enforceable against the Borrower Borrower, the Guarantor and MRDS, as the case may be, in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and general equity principles.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Material Subsidiary (ai) is a company duly organized, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of incorporationformation, (bii) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (ciii) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (div) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Material Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or affecting creditors’ ' rights against the Borrower generally or by general equitable principles; provided that the Borrower assumes for purposes of this Section 4.01(a) that this Agreement and general equity principlesthe other Loan Documents have been validly executed and delivered by each of the parties thereto other than the Borrower. Schedule 4.01(a) sets forth all the jurisdictions in which the Borrower and each Material Subsidiary are qualified to do business as of the Effective Date.

Due Organization, Authorization, etc. The Each Borrower and each of its Subsidiaries (a) is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationits organization, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has the requisite company power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the each Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each Borrower has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Credit Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the such Borrower. This Agreement and each of the Credit Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the such Borrower enforceable against the such Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Material Subsidiary (ai) is a company corporation duly organized, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of incorporationformation, (bii) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (ciii) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (div) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or its Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or affecting creditors’ ' rights against the Borrower generally or by general equitable principles; provided that the Borrower assumes for purposes of this Section 4.01(a) that this Agreement and general equity principlesthe other Loan Documents have been validly executed and delivered by each of the parties thereto other than the Borrower. Schedule 4.01(a) sets forth all the jurisdictions in which the Borrower and each Material Subsidiary are qualified to do business as of the Effective Date.

Due Organization, Authorization, etc. The Borrower Each of the Loan Parties and each of its Subsidiaries Material Subsidiary (a) is a company duly organizedorganized or incorporated, validly existing and (to the extent applicable) in good standing under the laws Laws of its the jurisdiction of organization or incorporation, (b) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m), (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, including the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower each Loan Party of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, including shareholder approval, if required). The Borrower Each Loan Party and its Material Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement Requirements of Law or Contractual Obligation binding upon the Borrowersuch Loan Party or such Material Subsidiaries. This Agreement and each of the Credit Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower Loan Parties party thereto enforceable against the Borrower such Loan Party in accordance with its respective terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or Laws affecting creditors’ rights against such Loan Party generally or by general equitable principles; provided that each Loan Party assumes for purposes of this Section 5.1 that this Agreement and general equity principlesthe other Loan Documents have been validly executed and delivered by the Administrative Agent and the Lenders.

Due Organization, Authorization, etc. The Each of the Borrower and each of its Subsidiaries Subsidiary (a) is a company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified to do business and in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to qualify would not have a Material Adverse Effect, which jurisdictions are set forth with respect to the Borrower and each of its Subsidiaries Subsidiary on Schedule 4.1 as revised from time to time by the Borrower pursuant to Section 5.1(m5.1(l), (c) has the requisite company corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of the foregoing, except where the failure to do so would not have a Material Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action (including, without limitation, shareholder approval, if required). The Each of the Borrower and its Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien (other than pursuant to the Loan Documents) or right of termination or acceleration under, any Requirement of Law or Contractual Obligation binding upon the BorrowerBorrower or such Subsidiaries. This Agreement and each of the Credit Loan Documents to which the Borrower is a party is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms; provided that the Borrower assumes for purposes of this Section 4.1 that this Agreement and similar laws the other Loan Documents have been validly executed and delivered by each of general applicability relating to or affecting creditors’ rights and general equity principlesthe parties thereto other than the Borrower.