Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. Each Borrower has the power and authority to enter into this Agreement, the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder, under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the 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 and under the Transfer Documents executed by it. The Loan Documents delivered by 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws 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 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 Borrower or any Guarantor or any provision of the Organization Documents of any Borrower or any Guarantor, (b) violate any covenant, indenture or agreement of or affecting any 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 (c) result in the creation or imposition of any Lien on any Property of any Borrower or any Guarantor other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens).

Authority and Enforceability. Each Borrower Credit Party has the power full right and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings Borrowings herein provided for, to issue its Notes (if any)Notes, to grant to the Administrative Agent Agent, for the benefit of itself and the Lenders, the Liens described in the Collateral Documents executed by such BorrowerCredit Party, and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor Credit Party has the power full right and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liabilityincluding, without limitation, Rate Management Obligations and Bank Product LiabilityBanking Services Obligations, to grant to the Administrative Agent Agent, for the benefit of itself and the Lenders, 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 and under the Transfer Documents executed by it. The Loan Documents delivered by each Borrower of the Credit Parties and by each Guarantor Subsidiary, if any, 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting 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 Borrower Credit Party or any Guarantor Subsidiary, if any, of any of the matters and things herein or therein provided for, (a) violate contravene or constitute a default under any provision of any material law or any material judgment, injunction, order or decree binding upon any Borrower Credit Party or any Guarantor Subsidiary, if any, or any provision of the Organization Documents organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Borrower Credit Party or any GuarantorSubsidiary, (b) violate contravene or constitute a default under any covenant, indenture or agreement of or affecting any Borrower Credit Party or any Guarantor Subsidiary or any of its such Person’s 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 (c) result in the creation or imposition of any Lien on any Property of any Borrower Credit Party or any Guarantor Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)Documents.

Authority and Enforceability. Each Borrower Seller has the all requisite corporate power and authority to enter into execute and deliver this Agreement, the other Loan Documents executed by it Agreement and the Transfer Documents executed by it, each Ancillary Agreement to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by which such Borrower, Seller is a party and to perform all of its obligations hereunder, under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the 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 this Agreement and under the Transfer Documents executed by iteach such Ancillary Agreement. The Loan Documents delivered by execution, delivery and performance of this Agreement and each Borrower Ancillary Agreement to which each Seller is a party and by each Guarantor the consummation of the transactions contemplated hereby and thereby have been duly authorized by proper corporate and/or other organizational proceedingsall necessary action on the part of each Seller. Each Seller has duly and validly executed and delivered this Agreement and, executedon or prior to the Closing, each Seller will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming due authorization, execution and delivery by the Purchaser and the Parent, this Agreement constitutes, and delivered assuming due authorization, execution and delivery by the Purchaser and the Parent and their respective Affiliates that are parties thereto, upon execution and delivery of each Ancillary Agreement to which a Seller is a party each such Person and constitute Ancillary Agreement will constitute, the valid and binding obligations obligation of such Person the Seller that is a party thereto, enforceable against it such Seller in accordance with their its terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium or other similar laws effecting Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (the “Insolvency and Equity Exceptions”). 3.3 No conflict Neither the execution, delivery and performance 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 any Ancillary Agreement by any Borrower or Seller nor the consummation by any Guarantor of any Seller of the matters and things herein transactions contemplated hereby or therein provided forthereby, will (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Borrower or any Guarantor or any provision of the Organization Documents of any Borrower or any Guarantor, (b) violate any covenant, indenture or agreement of or affecting any 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 (c) result in the creation or imposition of any Lien on any Property of any Borrower or any Guarantor other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens).

Authority and Enforceability. Each The Borrower has the power full right and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any)in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such the Borrower, and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor Subsidiary, if any, has the power full right and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Funds Transfer and Deposit Account Liability, to grant to the 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 and under the Transfer Documents executed by it. The Loan Documents delivered by each the Borrower and by each Guarantor Subsidiary, if any, 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting 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 the Borrower or any Guarantor Subsidiary, if any, 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 any the Borrower or any Guarantor Subsidiary, if any, or any provision of the Organization Documents organizational documents (e.g., charter, articles of any incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of the Borrower or any GuarantorSubsidiary, (b) violate contravene or constitute a default under any covenant, indenture or agreement of or affecting any the Borrower or any Guarantor Subsidiary 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 (c) result in the creation or imposition of any Lien on any Property of any the Borrower or any Guarantor Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)Documents.

Authority and Enforceability. Each The Borrower has the power full right and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, for and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor has the power full right and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it and under the Transfer Documents executed by it. The Loan Documents delivered by each the 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 valid and binding obligations of such Person enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting 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 any the Borrower or any Guarantor 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 any the Borrower or any Guarantor Restricted Subsidiary or any provision of the Organization Documents organizational documents (e.g., charter, articles of any incorporation or by-laws, articles of association or operating agreement, partnership agreement or other similar document) of the Borrower or any GuarantorRestricted Subsidiary, (b) violate contravene or constitute a default under any covenant, indenture or agreement of or affecting any the Borrower or any Guarantor Restricted Subsidiary 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 (c) result in the creation or imposition of any Lien on any Property of any the Borrower or any Guarantor other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)Restricted Subsidiary.

Authority and Enforceability. Each The Borrower has the power full right and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any)Notes, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such the Borrower, and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor Subsidiary, if any, has the power full right and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Funds Transfer and Deposit Account Liability, to grant to the 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 and under the Transfer Documents executed by it. The Loan Documents delivered by each the Borrower and by each Guarantor Subsidiary, if any, 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting 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 the Borrower or any Guarantor Subsidiary, if any, of any of the matters and things herein or therein provided for, (a) violate contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon any the Borrower or any Guarantor Subsidiary, if any, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) any provision of the Organization Documents organizational documents (e.g., charter, articles of any incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of the Borrower or any GuarantorSubsidiary, (b) violate contravene or constitute a default under any covenant, indenture or agreement of or affecting any the Borrower or any Guarantor Subsidiary or any of its Property, in each case case, where such violation, contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (c) result in the creation or imposition of any Lien on any Property of any the Borrower or any Guarantor Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)Documents.

Authority and Enforceability. Each Borrower Credit Party has the power full right and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any)Notes, to grant to the Administrative Agent Agent, for the benefit of itself and the Lenders, the Liens described in the Collateral Documents executed by such BorrowerCredit Party, and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor Credit Party has the power full right and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liabilityincluding, without limitation, Rate Management Obligations and Bank Product LiabilityBanking Services Obligations, to grant to the Administrative Agent Agent, for the benefit of itself and the Lenders, 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 and under the Transfer Documents executed by it. The Loan Documents delivered by each Borrower of the Credit Parties and by each Guarantor Subsidiary, if any, 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting 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 Borrower Credit Party or any Guarantor Subsidiary, if any, 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 any Borrower Credit Party or any Guarantor Subsidiary, if any, or any provision of the Organization Documents organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Borrower Credit Party or any GuarantorSubsidiary, (b) violate contravene or constitute a default under any covenant, indenture or agreement of or affecting any Borrower Credit Party or any Guarantor Subsidiary or any of its such Person’s 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 (c) result in the creation or imposition of any Lien on any Property of any Borrower Credit Party or any Guarantor Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)Documents.

Authority and Enforceability. Each The Borrower has the power full right and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any)Notes, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such the Borrower, and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor Subsidiary, if any, has the power full right and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Funds Transfer and Deposit Account Liability, to grant to the 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 and under the Transfer Documents executed by it. The Loan Documents delivered by each the Borrower and by each Guarantor Subsidiary, if any, 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting 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 the Borrower or any Guarantor Subsidiary, if any, 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 any the Borrower or any Guarantor Subsidiary, if any, or any provision of the Organization Documents organizational documents (e.g., charter, articles of any incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of the Borrower or any GuarantorSubsidiary, (b) violate contravene or constitute a default under any covenant, indenture or agreement of or affecting any the Borrower or any Guarantor Subsidiary 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 (c) result in the creation or imposition of any Lien on any Property of any the Borrower or any Guarantor Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)Documents.

Authority and Enforceability. Each The Borrower has the power full right and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrowerevidence thereof, and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor Material Subsidiary has the power full right and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it and under grant the Transfer Documents executed by itLiens, if any, described in the Pledge Agreements. The Loan Documents delivered by each the Borrower and by each Guarantor 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting 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 the Borrower or any Guarantor 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 any the Borrower or any Guarantor Subsidiary or any provision of the Organization Documents organizational documents (e.g., charter, articles of any incorporation or by-laws, articles of association or operating agreement, partnership agreement or other similar document) of the Borrower or any GuarantorSubsidiary, (b) violate contravene or constitute a default under any covenant, indenture or agreement of or affecting any the Borrower or any Guarantor Subsidiary 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 (c) result in the creation or imposition of any Lien on any Property of any the Borrower or any Guarantor Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (Pledge Agreements or any other than Permitted Liens)Liens created by or pursuant to this Agreement.

Authority and Enforceability. Each Borrower has the power and authority to enter into this Agreement, the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder, under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the 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 and under the Transfer Documents executed by it. The Loan Documents delivered by 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws 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 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 Borrower or any Guarantor or any provision of the Organization Documents of any Borrower or any Guarantor, (b) violate any covenant, indenture or agreement of or affecting any 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 Exhibit 10.1 Material Adverse Effect or (c) result in the creation or imposition of any Lien on any Property of any Borrower or any Guarantor other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens).

Authority and Enforceability. Each The Borrower has the power and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any)Notes, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such the Borrower, and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor The Seller has the power and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the 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 and under the Transfer Documents executed by it. The Loan Documents delivered by each the Borrower and by each Guarantor the Seller 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting creditors’ rights generally Debtor Relief Laws 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 ‑52‑ do not, nor does the performance or observance by any the Borrower or any Guarantor the Seller of any of the matters and things herein or therein provided for, (a) violate contravene or constitute a material default under any provision of law or any judgment, injunction, order or decree applicable material Legal Requirement binding upon any the Borrower or any Guarantor the Seller or any provision of the Organization Documents of any the Borrower or any Guarantorthe Seller, (b) violate contravene or constitute a material default under any material covenant, indenture or agreement of or affecting any the Borrower or any Guarantor the Seller 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 (c) result in the creation or imposition of any Lien on any Property of any the Borrower or any Guarantor the Seller other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens).

Authority and Enforceability. Each The Borrower has the power and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any)Notes, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such the Borrower, and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor The Seller has the power and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the 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 and under the Transfer Documents executed by it. The Loan Documents delivered by each the Borrower and by each Guarantor the Seller 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting creditors’ rights generally Debtor Relief Laws 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 the Borrower or any Guarantor the Seller of any of the matters and things herein or therein provided for, (a) violate contravene or constitute a material default under any provision of law or any judgment, injunction, order or decree applicable material Legal Requirement binding upon any the Borrower or any Guarantor the Seller or any provision of the Organization Documents of any the Borrower or any Guarantorthe Seller, (b) violate contravene or constitute a material default under any material covenant, indenture or agreement of or affecting any the Borrower or any Guarantor the Seller 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 (c) result in the creation or imposition of any Lien on any Property of any the Borrower or any Guarantor the Seller other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens).

Authority and Enforceability. Each Borrower of Micron and the Buyer has the all requisite corporate power and authority to enter into into, execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Agreement to which Micron or the Buyer is or will be a party, the other Loan Documents executed by it performance of Micron’s or the Buyer’s obligations hereunder and 4917039.19 thereunder and the Transfer Documents executed by it, to make consummation of the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, transactions contemplated hereby and to perform all of its obligations hereunder, under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the 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 and under the Transfer Documents executed by it. The Loan Documents delivered by each Borrower and by each Guarantor thereby have been duly authorized by proper all necessary corporate and/or other organizational proceedingsaction on the part of Micron and the Buyer, executedas the case may be, and no further corporate action is required on the part of either Micron or the Buyer to authorize this Agreement or any of the Ancillary Agreements to which it is or will be a party, the performance of Micron’s or the Buyer’s obligations hereunder and thereunder or the consummation of transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which Micron or the Buyer is or will be a party have been, or upon execution and delivery will be, duly executed and delivered by such Person Micron or the Buyer, as the case may be, and, assuming the due authorization, execution and constitute delivery by the other parties hereto and thereto, constitute, or upon execution and delivery will constitute, the valid and binding obligations of such Person Micron or the Buyer, as the case may be, enforceable against it Micron or the Buyer, as the case may be, in accordance with their respective terms, except as enforceability may be limited by subject to laws of general application relating to bankruptcy, insolvency, fraudulent conveyance or similar insolvency and the relief of debtors and other laws effecting of general application affecting enforcement of 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 Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) violate any provision rules of law governing specific performance, injunctive relief or any judgment, injunction, order or decree binding upon any Borrower or any Guarantor or any provision of the Organization Documents of any Borrower or any Guarantor, (b) violate any covenant, indenture or agreement of or affecting any 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 (c) result in the creation or imposition of any Lien on any Property of any Borrower or any Guarantor other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)equitable remedies.

Authority and Enforceability. Each Borrower of the Members that is an individual has the requisite capacity to enter into and perform his or her obligations under this Agreement. This Agreement has been duly executed and delivered by each of such Members and constitutes the legal, valid and binding obligation of each of such Members enforceable as to them in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and other similar laws of general application relating to or affecting the rights of creditors. Each of the Members that is an entity has all requisite power and authority to enter into execute, deliver and perform its obligations under this Agreement, all necessary proceedings of each of such Members have been taken to authorize the other Loan Documents executed by it execution, delivery and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder, under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all performance of its obligations under this Agreement and the Loan Documents consummation of its obligations hereunder and this Agreement has been duly authorized, executed by it and under the Transfer Documents executed by it. The Loan Documents delivered by each Borrower of such Members and by each Guarantor have been duly authorized by proper corporate and/or other organizational proceedingsconstitutes the legal, executed, and delivered by such Person and constitute valid and binding obligations obligation of each of such Person Members enforceable against as to it in accordance with their its terms, except as enforceability the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or and other similar laws effecting of general application relating to or affecting the rights of creditors’ rights generally . The Members own the GWR Common Interests, the GWM Common Interests and general principles the Preferred LLC Interests set forth opposite such Member’s name on Exhibits 1 and 2 free and clear of equity (regardless any liens and encumbrances, such interests have not been pledged or assigned by such Members and GWR, Inc., GWR LLC and GWM LLC, as the case may be, will upon Closing acquire ownership of whether the application all of such principles is considered in a proceeding in equity or at law); interests free and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Borrower or any Guarantor clear of any of the matters and things herein claims or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Borrower or any Guarantor or any provision of the Organization Documents of any Borrower or any Guarantor, (b) violate any covenant, indenture or agreement of or affecting any 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 (c) result in the creation or imposition of any Lien on any Property of any Borrower or any Guarantor other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)encumbrances whatsoever.

Authority and Enforceability. Each Borrower (a) Buyer (or any Affiliate of Buyer that is or will be party to any Transaction Agreement) has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the other Loan Documents Transaction Agreements to which Buyer (or, as applicable, such Affiliate) is or will be a party and each certificate and other instrument required by this Agreement or any other Transaction Agreements to be executed and delivered by it Buyer (or, as applicable, such Affiliate) pursuant hereto or thereto, to perform its obligations hereunder and thereunder and to consummate the Transactions and the Transfer Documents other transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer (or, as applicable, such Affiliate) of this Agreement, the other Transaction Agreements to which Buyer (or, as applicable, such Affiliate) is or will be a party and each certificate and other instrument required to be executed and delivered by itBuyer (or, to make as applicable, such Affiliate) pursuant hereto or thereto, the borrowings herein provided forperformance by Buyer (or, to issue its Notes (if any)as applicable, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, and to perform all Affiliate) of its obligations hereunderhereunder and thereunder and the consummation by Buyer (or, under as applicable, such Affiliate) of the Transactions and the other Loan Documents executed by it transactions contemplated hereby and under the Transfer Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by itthereby, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the 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 and under the Transfer Documents executed by it. The Loan Documents delivered by each Borrower and by each Guarantor have been duly and validly authorized by proper all necessary corporate and/or action on the part of Buyer (or, as applicable, such Affiliate). The board of directors of Buyer has approved this Agreement, the other organizational proceedings, executed, Transaction Agreements to which Buyer is or will be a party and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws 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 Transactions and the other Loan Documents do nottransactions contemplated hereby and thereby, nor does and no other corporate proceedings on the performance or observance by any Borrower or any Guarantor part 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 Borrower or any Guarantor or any provision of the Organization Documents of any Borrower or any Guarantor, (b) violate any covenant, indenture or agreement of or affecting any Borrower or any Guarantor Buyer or any of its Property, in each case where such violation, contravention Subsidiaries are necessary to authorize this Agreement or default, individually any other Transaction Agreements to which Buyer is or in will be a party or to consummate the aggregate, could reasonably be expected to have a Material Adverse Effect or (c) result in Transactions on the creation or imposition terms set forth herein and therein. The board of directors of any Lien Affiliate of Buyer that is or will be party to any Transaction Agreement has approved or will approve the Transaction Agreements to which such Affiliate is or will be a party and the transactions contemplated thereby, and no other corporate proceedings on the part of such Affiliate are necessary to authorize any Property of any Borrower Transaction Agreements to which such Affiliate is or any Guarantor other than will be a party or to consummate the Liens granted in favor of Transactions on the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)terms set forth herein and therein.

Authority and Enforceability. Each The Borrower has the power full right and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any)Note, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such the Borrower, and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor Subsidiary, if any, has the power full right and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product LiabilityObligation, to grant to the 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 and under the Transfer Documents executed by it. The Loan Documents delivered by each the Borrower and by each Guarantor Subsidiary, if any, 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting 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 the Borrower or any Guarantor Subsidiary, if any, 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 any the Borrower or any Guarantor Subsidiary, if any, or any provision of the Organization Documents organizational documents (e.g., charter, articles of any incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of the Borrower or any GuarantorSubsidiary, (b) violate contravene or constitute a default under any covenant, indenture or agreement of or affecting any the Borrower or any Guarantor Subsidiary 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 (c) result in the creation or imposition of any Lien on any Property of any the Borrower or any Guarantor Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)Documents.

Authority and Enforceability. Each The Company and each Designated Borrower has the power full right and authority to enter into this Agreement, Agreement and the other Loan Documents executed by it and the Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, for and to perform all of its obligations hereunder, hereunder and under the other Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor has the power full right and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it and under the Transfer Documents executed by it. The Loan Documents delivered by the Company, by each Designated 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 as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting 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 any Borrower the Company or any Guarantor 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 any Borrower the Company or any Guarantor Restricted Subsidiary or any provision of the Organization Documents organizational documents (e.g., charter, articles of any Borrower incorporation or by laws, articles of association or operating agreement, partnership agreement or other similar document) of the Company or any GuarantorRestricted Subsidiary, (b) violate contravene or constitute a default under any covenant, indenture or agreement of or affecting any Borrower the Company or any Guarantor Restricted Subsidiary 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 (c) result in the creation or imposition of any Lien on any Property of any Borrower the Company or any Guarantor other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens)Restricted Subsidiary.