Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. The Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it, to grant to the Collateral Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Collateral Agent pursuant to the Collateral Documents and Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirements.

Authority and Enforceability. The Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it, to grant to the Collateral Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-lawsby‑laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Collateral Agent pursuant to the Collateral Documents and Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirements.

Authority and Enforceability. The Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it, to grant to the Collateral Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Collateral Agent pursuant to the Collateral Documents and Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could would not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirements.

Authority and Enforceability. The Each Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Administrative Agent the Liens described in the Collateral Documents executed by the such Borrower, and to perform all of its obligations hereunder hereunder, and under the other Loan Documents executed by it. Each other Loan Party Guarantor has the power and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the Collateral Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties each Borrower and by each Guarantor have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting effecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan PartyBorrower or any Guarantor or any provision of the Organization Documents of any Borrower or any Guarantor, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under violate any covenant, indenture or agreement of or affecting any Loan Party Borrower or any Guarantor or any of its Property, in each case where such violation, contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (dc) result in the creation or imposition of any Lien on any Property of any Loan Party Borrower or any Guarantor other than the Liens granted in favor of the Collateral Administrative Agent pursuant to the Collateral Documents and (other than Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirements.

Authority and Enforceability. The Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it, to grant to the Collateral Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Collateral Agent pursuant to the Collateral Documents and Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirements.

Authority and Enforceability. The Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), (solely during any Collateral and Guarantee Period) to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it, to grant to the Collateral Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Collateral Agent pursuant to the Collateral Documents (if applicable) and Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could would not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirements.

Authority and Enforceability. The Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it, to grant to the Collateral Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Collateral Administrative Agent pursuant to the Collateral Documents and Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirements.

Authority and Enforceability. The Borrower has the power full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the Borrower, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party Guarantor has the power full right and authority to enter into the Loan Documents executed by it, to grant to guarantee the Collateral Agent the Liens described in the Collateral Documents executed by such Person, and Obligations to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties Borrower and by each Guarantor have been duly authorized by proper corporate and/or other organizational proceedingsauthorized, executed, and delivered by such Person and constitute legal, valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws Laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at lawLaw); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Loan Party, if any, Restricted Subsidiary of any of the matters and things herein or therein provided for, (a) violate contravene or constitute a default under any provision of law Law or any judgment, injunction, order or decree binding upon the Borrower or any Loan Party, (b) contravene Restricted Subsidiary or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, incorporation or by-laws, articles of association, association or operating agreement, partnership agreement or other similar document) of the Borrower or any Loan PartyRestricted Subsidiary, (cb) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting the Borrower or any Loan Party Restricted Subsidiary or any of its Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (dc) result in the creation or imposition of any Lien on any Property of the Borrower or any Loan Party other than the Liens granted in favor of the Collateral Agent pursuant to the Collateral Documents and Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection RequirementsRestricted Subsidiary.

Authority and Enforceability. The Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it, to grant to the Collateral Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Collateral Administrative Agent pursuant to the Collateral Documents and Permitted Liens, except with respect to clauses paragraphs (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirements.

Authority and Enforceability. The Such Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), (solely during any Collateral and Guarantee Period) to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the such Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it, to grant to the Collateral Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Collateral Agent pursuant to the Collateral Documents (if applicable) and Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could would not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirements.

Authority and Enforceability. The Borrower Each Loan Party has the power full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any)Notes, to grant to the Collateral Administrative Agent the Liens described in the Collateral Documents executed by the Borrowersuch Loan Party, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party Subsidiary, if any, has the power full right and authority to enter into the Loan Documents executed by it, to guarantee the Secured Obligations to the extent obligated to do so by this Agreement, to grant to the Collateral Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the such Loan Parties Party have been duly authorized by proper corporate and/or other organizational proceedingsauthorized, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by such Loan Party or any Loan Party, if any, of its Subsidiaries of any of the matters and things herein or therein provided for, (a) violate contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the such Loan Party or any Loan Party, (b) contravene of its Subsidiaries or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any such Loan Party, (cb) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement Contractual Obligation of or affecting any such Loan Party or any of its Subsidiaries or any of its Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (dc) result in the creation or imposition of any Lien on any Property of any such Loan Party other than the Liens granted in favor of the Collateral Administrative Agent pursuant to the Collateral Documents and Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of ) violate any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirementsmaterial law.

Authority and Enforceability. Each Loan Party is duly authorized to execute and deliver each Loan Document to which such Person is a party and perform its obligations under each Loan Document to which it is a party. The Borrower has the power is duly authorized to borrow monies hereunder. The execution, delivery and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Agent the Liens described in the Collateral Documents executed performance by the Borrower, Borrower and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each each other Loan Party has the power and authority of each Loan Document to enter into the Loan Documents executed by it, to grant to the Collateral Agent the Liens described in the Collateral Documents executed by which such PersonPerson is a party, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered borrowing by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedingsBorrower hereunder, executed, do not and delivered by such Person and constitute valid and binding obligations will not (a) require any consent or approval of such Person enforceable against it in accordance with their terms, except any governmental agency or authority (other than with respect any consent or approval which has been obtained and is in full force and effect) or which the failure to so obtain could not reasonably be expected to have a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided forMaterial Adverse Effect, (ab) violate conflict with (i) any provision of law law, (ii) the Organization Documents or material agreements disclosed in the Borrower’s most recent filing with the SEC on Form 10-K or (iii) any material agreement, indenture, instrument or other document, or any judgment, injunction, order or decree decree, which is binding upon the Borrower or any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Propertytheir respective properties or (c) require, or (d) result in in, the creation or imposition of any Lien on any Property asset of the Borrower or any other Loan Party (other than the Liens granted in favor of the Collateral Agent Liens, if any, created pursuant to the Collateral Documents Loan Documents). This Agreement has been, and Permitted Lienseach other Loan Document, except when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto and is, or when so delivered will be, the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with respect to clauses (a)its terms, (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to bankruptcy, insolvency and similar laws affecting the Legal Reservations enforceability of creditors’ rights generally and the Perfection Requirementsto general principles of equity.

Authority and Enforceability. The Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it, to grant to the Collateral Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Collateral Agent pursuant to the Collateral Documents (if applicable) and Permitted Liens, except with respect to clauses (a), (c) or (d)) above, to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could would not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection Requirements.

Authority and Enforceability. The Borrower has the power full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the Borrowerevidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by itit and grant the Liens described in the Pledge Agreement. Each other Loan Party Material Subsidiary has the power full right and authority to enter into the Loan Documents executed by it, to grant to guarantee the Collateral Agent the Liens described in the Collateral Documents executed by such PersonObligations, Hedging Liability, and Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties Borrower and by each Material Subsidiary have been duly authorized by proper corporate and/or other organizational proceedingsauthorized, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Loan Party, if any, Subsidiary of any of the matters and things herein or therein provided for, (a) violate contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Loan Party, (b) contravene Subsidiary or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, incorporation or by-laws, articles of association, association or operating agreement, partnership agreement or other similar document) of the Borrower or any Loan PartySubsidiary, (cb) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting the Borrower or any Loan Party Subsidiary or any of its Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (dc) result in the creation or imposition of any Lien on any Property of the Borrower or any Loan Party Subsidiary other than the Liens granted in favor of the Collateral Administrative Agent pursuant to the Collateral Documents and Permitted Liens, except with respect Pledge Agreements or any other Liens created by or pursuant to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection RequirementsAgreement.

Authority and Enforceability. The Borrower has the power full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the Borrower, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party Guarantor has the power full right and authority to enter into the Loan Documents executed by it, to grant to guarantee the Collateral Agent the Liens described in the Collateral Documents executed by such Person, Obligations and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties Borrower and by each Guarantor have been duly authorized by proper corporate and/or other organizational proceedingsauthorized, executed, and delivered by such Person and constitute legal, valid and binding obligations of such Person enforceable against it in accordance with their terms, except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws Laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at lawLaw); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Loan Party, if any, Restricted Subsidiary of any of the matters and things herein or therein provided for, (a) violate contravene or constitute a default under any provision of law Law or any judgment, injunction, order or decree binding upon the Borrower or any Loan Party, (b) contravene Restricted Subsidiary or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, incorporation or by-laws, articles of association, association or operating agreement, partnership agreement or other similar document) of the Borrower or any Loan PartyRestricted Subsidiary, (cb) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting the Borrower or any Loan Party Restricted Subsidiary or any of its Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (dc) result in the creation or imposition of any Lien on any Property of the Borrower or any Loan Party other than the Liens granted in favor of the Collateral Agent pursuant to the Collateral Documents and Permitted Liens, except with respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to a Certain Funds Credit Extension this Section 5.3 shall be subject to the Legal Reservations and the Perfection RequirementsRestricted Subsidiary.