Common use of Subsidiaries: Authorization; Enforceability Clause in Contracts

Subsidiaries: Authorization; Enforceability. The Borrower's Subsidiaries and the Borrower's direct and indirect ownership thereof as of the Agreement Date are as set forth on SCHEDULE 3 attached hereto, and to the extent such Subsidiaries are corporations, the Borrower has the unrestricted right to vote the issued and outstanding shares of the Subsidiaries shown thereon and such shares of such Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Subsidiary of the Borrower has the corporate or partnership power and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Subsidiary of the Borrower is a party is a legal, valid and binding obligation of such Subsidiary enforceable against such Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) and (iii) a court, on equitable grounds, may decline to enforce certain provisions or allow the exercise of certain remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is sought. The Borrower's ownership interest in each of its Subsidiaries represents a direct or indirect controlling interest of such Subsidiary for purposes of directing or causing the direction of the management and policies of each Subsidiary.

Subsidiaries: Authorization; Enforceability. The Borrower's Restricted ------------------------------------------- Subsidiaries and the Borrower's direct and indirect ownership thereof by ATS and ATS (Delaware) as of the Agreement Date are as set forth on SCHEDULE 3 Schedule 2 attached ---------- hereto, and and, to the extent such Restricted Subsidiaries are corporations, ATS and ATS (Delaware), as the Borrower has case may be, have, subject to the provisions of the Security Documents, the unrestricted right to vote the issued and outstanding shares of the Subsidiaries each directly owned Restricted Subsidiary shown thereon and such shares of such Restricted Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Restricted Subsidiary of the Borrower that is a corporation has the corporate or partnership power and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Restricted Subsidiary of the Borrower is a party is a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; (ii) enforcement may be limited by applicable bankruptcy, insolvency, liquidationfraudulent conveyance, reorganization, reconstruction moratorium and other similar laws affecting enforcement of creditors' rights generally (insofar and remedies generally, and subject, as any such law relates to the bankruptcyenforceability, insolvency or similar event to general principles of any such Subsidiary) and (iii) a court, on equitable grounds, may decline to enforce certain provisions or allow the exercise of certain remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is soughtequity. The Borrower's ownership interest in each of its the Restricted Subsidiaries represents a direct or indirect controlling interest by ATS or ATS (Delaware) of such Restricted Subsidiary for purposes of directing or causing the direction of the management and policies of each Restricted Subsidiary.

Subsidiaries: Authorization; Enforceability. The BorrowerCompany's Subsidiaries and the BorrowerCompany's direct and indirect ownership thereof as of the date of this Agreement Date are as set forth on the SUBSIDIARY SCHEDULE 3 attached hereto, and to the extent such Subsidiaries are corporations, the Borrower Company has the unrestricted right to vote the issued and outstanding shares of the Subsidiaries shown thereon and such shares of such Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Subsidiary of the Borrower Company has the corporate or partnership power and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents any documents contemplated hereby to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documentsother documents. Each of the Loan Documents such document to which any Subsidiary of the Borrower Company is a party is a legal, valid and binding obligation of such Subsidiary enforceable against such Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) and (iii) a court, on equitable grounds, may decline to enforce certain provisions or allow the exercise of certain remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is sought. The BorrowerCompany's ownership interest in each of its Subsidiaries represents a direct or indirect controlling interest of such Subsidiary for purposes of directing or causing the direction of the management and policies of each Subsidiary.

Subsidiaries: Authorization; Enforceability. The Borrower's Subsidiaries and the Borrower's direct and indirect ownership thereof as of the Agreement Date are as set forth on SCHEDULE 3 Schedule 6 attached heretohereto as it may be amended or supplemented by the Borrower from time to time, and to the extent such Subsidiaries are corporations, the Borrower has the unrestricted right to vote the issued and outstanding shares of the such Subsidiaries which are Restricted Subsidiaries shown thereon and such shares of such Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Restricted Subsidiary of the Borrower has the corporate corporate, partnership or partnership limited liability company power and has taken all necessary corporate corporate, partnership or partnership limited liability company action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Restricted Subsidiary of the Borrower is a party is a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; law and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) and (iii) a court). Except as set forth on Schedule 6 attached hereto or as set forth in any written notice to the Lenders with respect thereto, on equitable grounds, may decline to enforce certain provisions or allow the exercise of certain remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is sought. The Borrower's ownership interest in each of its Restricted Subsidiaries represents a direct or indirect controlling interest of such Restricted Subsidiary for purposes of directing or causing the direction of the management and policies of each Subsidiary.

Subsidiaries: Authorization; Enforceability. The Borrower's Subsidiaries (including its Unrestricted Subsidiaries) and the Borrower's Investments and its direct and indirect ownership thereof are set forth as of the Agreement Date are as set forth on SCHEDULE 3 Schedule 4 attached hereto, and to the extent such Subsidiaries are corporations, the Borrower has the unrestricted right to vote the issued and outstanding shares of the corporate Subsidiaries, and the right to vote its partnership interests in the partnership Subsidiaries in accordance with the terms of the applicable partnership agreement, shown thereon and thereon; such shares of such corporate Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Subsidiary of the Borrower has the corporate or partnership power and authority, as the case may be, and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Subsidiary of the Borrower is a party is a legal, valid and binding obligation of such Subsidiary enforceable against such Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; , (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) ), and (iii) enforcement may be subject to general principles of equity (regardless of whether such enforcement is considered in a court, on equitable grounds, proceeding in equity or at law) and may decline to enforce certain provisions or allow be limited by public policies which may affect 52 the exercise enforcement of certain rights or remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is sought. The Borrower's ownership interest provided for in each of its Subsidiaries represents a direct or indirect controlling interest of such Subsidiary for purposes of directing or causing the direction of the management and policies of each SubsidiaryLoan Documents.

Subsidiaries: Authorization; Enforceability. The Borrower's Subsidiaries ------------------------------------------- and the Borrower's direct and indirect ownership thereof are as set forth as of the Agreement Date are as set forth on SCHEDULE Schedule 3 attached hereto, hereto and to the extent such Subsidiaries are corporations, the Borrower has ---------- the unrestricted right to vote the issued and outstanding shares ownership interests of the Subsidiaries shown thereon and thereon; such shares ownership interests of such Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. With respect to each Subsidiary of the Borrower, Schedule 3 also sets forth (i) the state of its incorporation; (ii) all ---------- jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation; (iii) the address of the principal place of business and chief executive office of such Subsidiary; and (iv) the name and registered office of the registered agent appointed by such Subsidiary. Each Subsidiary of the Borrower has the corporate or partnership power and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Subsidiary of the Borrower is a party is a legal, valid and binding obligation of such Subsidiary enforceable against such Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; law and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) and (iii) a court, on equitable grounds, may decline to enforce certain provisions or allow the exercise of certain remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is sought. The Borrower's ownership interest in each of its Subsidiaries represents a direct or indirect controlling interest of such Subsidiary for purposes of directing or causing the direction of the management and policies of each Subsidiary).

Subsidiaries: Authorization; Enforceability. The Borrower's Subsidiaries Borrowers' Subsidiaries, and the Borrower's all Investments of Borrowers and their direct and indirect ownership thereof are set forth as of the Agreement Date are as set forth on SCHEDULE 3 Schedule 1 or Schedule 7.18 attached hereto, and to the extent such Subsidiaries are corporations, the Borrower has Borrowers have the unrestricted right to vote the issued and outstanding shares of the corporate Subsidiaries, and the right to vote its partnership and membership interests in the partnership and limited liability company Subsidiaries in accordance with the terms of the applicable partnership agreement or operating agreement, shown thereon and thereon; such shares of such corporate Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Subsidiary of the Borrower has Borrowers have the corporate or partnership necessary power and has authority, and have taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Subsidiary of the Borrower Borrowers is a party is a legal, valid valid, and binding obligation of such Subsidiary Subsidiary, respectively, enforceable against such Subsidiary Subsidiary, respectively, in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; , (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) ), and (iii) enforcement may be subject to general principles of equity (regardless of whether such enforcement is considered in a court, on equitable grounds, proceeding in equity or at law) and may decline to enforce certain provisions or allow be limited by public policies which may affect the exercise enforcement of certain rights or remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is sought. The Borrower's ownership interest provided for in each of its Subsidiaries represents a direct or indirect controlling interest of such Subsidiary for purposes of directing or causing the direction of the management and policies of each SubsidiaryLoan Documents.

Subsidiaries: Authorization; Enforceability. The Borrower's Restricted Subsidiaries and the Borrower's direct and indirect ownership thereof by AT L.P., AT Inc., ATC International and AT LLC as of the Agreement Date are as set forth on SCHEDULE 3 Schedule 4 attached hereto, and and, to the extent such Restricted Subsidiaries are corporations, AT L.P., AT Inc., ATC International and AT LLC, as the Borrower has case may be, have, subject to the provisions of the Security Documents, the unrestricted right to vote the issued and outstanding shares of the Subsidiaries each directly owned Restricted Subsidiary shown thereon and such shares of such Restricted Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Restricted Subsidiary of the Borrower that is a corporation has the corporate or partnership power and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Restricted Subsidiary of the Borrower is a party is a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforcement of remediesenforceability, to the following qualifications: (i) an order general principles of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) and (iii) a court, on equitable grounds, may decline to enforce certain provisions or allow the exercise of certain remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is soughtequity. The Borrower's ownership interest in each of its the Restricted Subsidiaries represents a direct or indirect controlling interest by AT L.P., AT Inc., ATC International and AT LLC of such Restricted Subsidiary for purposes of directing or causing the direction of the management and policies of each Restricted Subsidiary.

Subsidiaries: Authorization; Enforceability. The Borrower's Subsidiaries and the Borrower's direct and indirect ownership thereof as of the Agreement Date are as set forth on SCHEDULE 3 4 attached hereto, and to the extent such Subsidiaries are corporations, the Borrower has the unrestricted right to vote the issued and outstanding shares of the Subsidiaries shown thereon and such shares of such Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Subsidiary of the Borrower has the corporate or partnership power and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Subsidiary of the Borrower is a party is a legal, valid and binding obligation of such Subsidiary enforceable against such Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) and (iii) a court, on equitable grounds, may decline to enforce certain provisions or allow the exercise of certain remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is sought. The Borrower's ownership interest in each of its Subsidiaries represents a direct or indirect controlling interest of such Subsidiary for purposes of directing or causing the direction of the management and policies of each Subsidiary.

Subsidiaries: Authorization; Enforceability. The Borrower's Restricted ------------------------------------------- Subsidiaries and the Borrower's direct and indirect ownership thereof by AT L.P., AT Inc. and ATC Teleports as of the Agreement Date are as set forth on SCHEDULE 3 Schedule 2 ---------- attached hereto, and and, to the extent such Restricted Subsidiaries are corporations, AT L.P., AT Inc. and ATC Teleports, as the Borrower has case may be, have, subject to the provisions of the Security Documents, the unrestricted right to vote the issued and outstanding shares of the Subsidiaries each directly owned Restricted Subsidiary shown thereon and such shares of such Restricted Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Restricted Subsidiary of the Borrower that is a corporation has the corporate or partnership power and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Restricted Subsidiary of the Borrower is a party is a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; (ii) enforcement may be limited by applicable bankruptcy, insolvency, liquidationfraudulent conveyance, reorganization, reconstruction moratorium and other similar laws affecting enforcement of creditors' rights generally (insofar and remedies generally, and subject, as any such law relates to the bankruptcyenforceability, insolvency or similar event to general principles of any such Subsidiary) and (iii) a court, on equitable grounds, may decline to enforce certain provisions or allow the exercise of certain remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is soughtequity. The Borrower's ownership interest in each of its the Restricted Subsidiaries represents a direct or indirect controlling interest by AT L.P., AT Inc. or ATC Teleports of such Restricted Subsidiary for purposes of directing or causing the direction of the management and policies of each Restricted Subsidiary.

Subsidiaries: Authorization; Enforceability. The Borrower's Borrowers' respective Subsidiaries (including the Unrestricted Subsidiaries) and the Borrower's Investments and their direct and indirect ownership thereof are set forth, as of the Agreement Date are as set forth Date, on SCHEDULE 3 Schedule 5 attached hereto, and to the extent such Subsidiaries are corporations, the each Borrower has the unrestricted right to vote the issued and outstanding shares of its corporate Subsidiaries, and the right to vote its partnership or limited liability company interests, as applicable, in the partnership or limited liability company Subsidiaries in accordance with the terms of the applicable partnership or limited liability company agreement, shown thereon and thereon; such shares of such corporate Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Subsidiary of the a Borrower has the corporate corporate, partnership or partnership limited liability company power and authority, as the case may be, and has taken all necessary corporate corporate, partnership or partnership limited liability company action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Subsidiary of the a Borrower is a party is a legal, valid and binding obligation of such Subsidiary enforceable against such Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; , (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) ), and (iii) enforcement may be subject to general principles of equity (regardless of whether such enforcement is considered in a court, on equitable grounds, proceeding in equity or at law) and may decline to enforce certain provisions or allow be limited by public policies which may affect the exercise enforcement of certain rights or remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is sought. The Borrower's ownership interest provided for in each of its Subsidiaries represents a direct or indirect controlling interest of such Subsidiary for purposes of directing or causing the direction of the management and policies of each SubsidiaryLoan Documents.

Subsidiaries: Authorization; Enforceability. The Borrower's Subsidiaries (including its Unrestricted Subsidiaries) and Investments (other than Investments in publicly traded securities, of which no more than $25,000,000 are issued by any single Person, and which shall, in any event, not exceed $35,000,000 in the aggregate for all Persons, in each case as calculated at the lower of the historical cost thereof and the Borrower's fair market value thereof as of the Agreement Date) and its direct and indirect ownership thereof are set forth as of the Agreement Date are as set forth on SCHEDULE 3 Schedule 1 attached hereto, and to the extent such Subsidiaries are corporations, the Borrower has the unrestricted right to vote the issued and outstanding shares of the corporate Subsidiaries, and the right to vote its partnership interests in the partnership Subsidiaries in accordance with the terms of the applicable partnership agreement, shown thereon and thereon; such shares of such corporate Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Subsidiary of the Borrower has the corporate or partnership power and authority, as the case may be, and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Subsidiary of the Borrower is a party is a legal, valid and binding obligation of such Subsidiary enforceable against such Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; , (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) ), and (iii) enforcement may be subject to general principles of equity (regardless of whether such enforcement is considered in a court, on equitable grounds, proceeding in equity or at law) and may decline to enforce certain provisions or allow be limited by public policies which may affect the exercise enforcement of certain rights or remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is sought. The Borrower's ownership interest provided for in each of its Subsidiaries represents a direct or indirect controlling interest of such Subsidiary for purposes of directing or causing the direction of the management and policies of each SubsidiaryLoan Documents.

Subsidiaries: Authorization; Enforceability. The Borrower's Subsidiaries (including its Unrestricted Subsidiaries) and the Borrower's Investments and its direct and indirect ownership thereof are set forth as of the Agreement Date are as set forth on SCHEDULE Schedule 3 attached hereto, and to the extent such Subsidiaries are corporations, the Borrower has the unrestricted right to vote the issued and outstanding shares of the corporate Subsidiaries, and the right to vote its partnership interests in the partnership Subsidiaries in accordance with the terms of the applicable partnership agreement, shown thereon and thereon; such shares of such corporate Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Subsidiary of the Borrower has the corporate or partnership power and authority, as the case may be, and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Subsidiary of the Borrower is a party is a legal, valid and binding obligation of such Subsidiary enforceable against such Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law; , (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency or similar event of any such Subsidiary) ), and (iii) enforcement may be subject to general principles of equity (regardless of whether such enforcement is considered in a court, on equitable grounds, proceeding in equity or at law) and may decline to enforce certain provisions or allow be limited by public policies which may affect the exercise enforcement of certain rights or remedies based upon the facts and circumstances that may exist at the time the enforcement or exercise is sought. The Borrower's ownership interest provided for in each of its Subsidiaries represents a direct or indirect controlling interest of such Subsidiary for purposes of directing or causing the direction of the management and policies of each SubsidiaryLoan Documents.