Common use of Authorization; Enforceability Clause in Contracts

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrowereach Obligor’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower each Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by each such Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable against each Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto and delivered will constitute, a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, are within the Borrowersuch Obligor’s corporate or other powers and have been duly authorized by all necessary corporate andor other action, if required, including by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower such Obligor and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, constitutes a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrowereach Obligor’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder or member action. This Agreement has been duly executed and delivered by the Borrower each Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by each such Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable against each Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate and other organizational powers of each of the Credit Parties and have been duly authorized by all necessary corporate and other organizational action of each of the Credit Parties and, if required, by all necessary shareholder actionaction of each of the Credit Parties. This Agreement Each Loan Document has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor Credit Party party thereto will constitute, and constitutes a legal, valid and binding obligation of such ObligorPerson, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrowersuch Obligor’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder member action. This Agreement has been duly executed and delivered by the Borrower such Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by each such Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers each Obligor's power and authority and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower each Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by each such Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable against each Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. WEDGE has full corporate authority to enter into this Agreement and to perform its obligations hereunder. The Transactions are within execution and delivery of this Agreement and the Borrower’s corporate powers and consummation of the transactions contemplated hereby have all been duly authorized by all necessary corporate andaction on the part of WEDGE, if required, by all necessary shareholder action. This and this Agreement has been duly executed and delivered by WEDGE. This Agreement constitutes the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation obligations of such ObligorWEDGE, enforceable against it in accordance with its their terms, except as such that enforceability may be (1) limited by (a) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights generally and (b2) the application of subject to general principles of equity (regardless of whether such that enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 3.03.

Authorization; Enforceability. The Transactions execution, delivery and performance of this Agreement and the Note by the Borrower are within the Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents Note when duly executed and delivered by each Obligor party thereto for value will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrowereach Obligor’s corporate powers power and authority and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower each Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by each such Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable against each Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the such Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, by all AMENDED AND RESTATED CREDIT AGREEMENT necessary shareholder action. This Agreement has been duly executed and delivered by the such Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, constitutes a legal, valid and binding obligation of such ObligorBorrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium moratorium, examination or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within execution, delivery and performance of this Agreement and the Borrower’s corporate powers and have other Transaction Documents to which it will be a party has been duly authorized by all necessary corporate andaction on the part of the Investor, if required, by all necessary shareholder action. This and this Agreement has been duly executed and delivered by the Borrower Investor and, assuming due authorization, execution and constitutesdelivery of this Agreement by the Company, the Guarantors and each of the any other Loan Documents when executed and delivered by each Obligor party thereto will constitutethereto, this Agreement constitutes a legal, valid and binding obligation of such Obligorthe Investor, enforceable against it in accordance with its terms, except as such enforceability may be limited affected by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and (b) the application of by general principles of equity (regardless of equity, whether such enforceability enforcement is considered sought in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto the Borrower will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).. 722276124 11299570 49 Revolving Credit Agreement

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).. 76 Revolving Credit Agreement

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by each Obligor party thereto the Borrower will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, are within the Borrowersuch Oxxxxxx’s corporate or other powers and have been duly authorized by all necessary corporate andor other action, if required, including by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower such Obligor and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, constitutes a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if 701007202 11262547 64 Revolving Credit Agreement required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, are within the Borrower’s corporate or other powers and have been duly authorized by all necessary corporate andor other action, if required, including by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, constitutes a legal, valid and binding obligation of such Obligorthe Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, are within the Borrowersuch Xxxxxxx’s corporate or other powers and have been duly authorized by all necessary corporate andor other action, if required, including by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower such Obligor and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, constitutes a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower applicable Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by each Obligor party thereto such Obligor, will constitute, a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto the Borrower will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within execution, delivery and performance of this Agreement and all of the Borrower’s corporate powers other agreements and instruments contemplated hereby to which the Company is a party and the fulfillment of and compliance with the respective terms hereof (including the sale of the Purchased Assets hereunder) and thereof by the Company have been duly authorized by all necessary corporate andthe Company and by its stockholders. Subject only to the Sale Approval Order, if required, by all necessary shareholder action. This this Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, constitutes a legal, valid and binding obligation of such Obligorthe Company, enforceable in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights generally and (b) the application of by general principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Basic Documents to which it is a party when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable in accordance with its terms, except as such Second Amended and Restated enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within Lender has all necessary corporate power, authority and legal right to execute, deliver and perform its obligations under this Note; the Borrower’s corporate powers execution, delivery and performance by Lender of this Note have been duly authorized by all necessary corporate andaction on its part (including, if requiredwithout limitation, by all necessary shareholder action. This Agreement any required stockholder approvals); and this Note has been duly and validly executed and delivered by the Borrower Lender and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, a constitutes its legal, valid and binding obligation of such Obligorobligations, enforceable against Lender in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (bii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and Credit Agreement delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto the Borrower will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrowereach Credit Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has and each of the other Credit Documents have been duly executed and delivered by the Borrower each Credit Party party thereto and constitutes, and each of the other Loan Documents or when executed and delivered by each Obligor party thereto such Credit Party will constitute, a legal, valid and binding obligation of such ObligorCredit Party, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions to be performed by such Person are within the Borrower’s such Person's corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary and shareholder action. This Agreement has been duly executed and delivered by the Borrower such Person and constitutes, and each of the other Loan Transaction Documents to which it is a party when executed and delivered by each Obligor party thereto such Person will constitute, a legal, valid and binding obligation of such ObligorPerson, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, concordata, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrowereach Obligor’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Each of this Agreement, the Pledge Agreement and the Collateral Account Control Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party hereto and thereto will constitute, and constitutes a legal, valid and binding obligation of such Obligor, enforceable against such Obligor, as applicable, in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium moratorium, examination or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceability. The Transactions are within the Borrower’s 's corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligorthe Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (bii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).