Common use of Authority and Validity of Obligations Clause in Contracts

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms except 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (b) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than Liens granted to the Bank.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by itHedging 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 Borrower and its Domestic Subsidiaries by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries such Person enforceable against them it in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and or by-laws, certificate or articles of association and or operating agreement, partnership agreement, agreement or other similar organizational documentsdocument) of the Borrower or any Domestic Subsidiary Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their 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 (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than Liens granted to the BankSubsidiary.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Bank Administrative Agent the Liens described in the Collateral DocumentsDocuments executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each of the Parent and the Domestic Subsidiary Subsidiaries has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank Administrative Agent the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by to which the Parent, the Borrower and its Domestic Subsidiaries or any other Subsidiary is a party have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries such Person enforceable against them it in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Parent, the Borrower or any Domestic other Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a material default under any provision of law or any judgment, injunction, order or decree binding upon the Parent, the Borrower or any Domestic other Subsidiary or any provision of the organizational documents (e.g., charter, articles or certificate or articles of incorporation and or by-laws, certificate or articles of association and or operating agreement, partnership agreement, or other similar organizational documents) constituent document of the Parent, the Borrower or any Domestic Subsidiary other Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Parent, the Borrower or any Domestic other Subsidiary or any of their 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 (bc) result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Domestic other Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Bank Agent the Liens described in the Collateral DocumentsDocuments executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank Agent the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries by each Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries such Person enforceable against them in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and or by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) laws of the Borrower or any Domestic Subsidiary Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their its Property, in each case where such contravention or default is reasonably likely to have a Material Adverse Effect, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of the Agent pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Whitestone REIT and, each Material Subsidiary and PROP has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Hedging Liability, and Bank the Liens described in the Collateral Documents executed by itProduct Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Whitestone REIT, the Borrower and its Domestic its, the Material Subsidiaries and PROP have been duly authorized, executed, and delivered by such Persons and constitute legal valid and binding obligations of Whitestone REIT, the Borrower and its Domestic its, the Material Subsidiaries and PROP enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Whitestone REIT, the Borrower or, any Material Subsidiary or any Domestic Subsidiary PROP of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or, any Material Subsidiary or any Domestic Subsidiary PROP or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsby‑laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of Whitestone REIT, the Borrower or or, any Domestic Material Subsidiary or PROP, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Whitestone REIT, the Borrower or, any Material Subsidiary or any Domestic Subsidiary PROP or any of their 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 (bc) result in the creation or imposition of any Lien on any Property of Whitestone REIT, the Borrower or, any Material Subsidiary or any Domestic Subsidiary other than Liens granted PROP. Furthermore, Borrower will take the position, that the amendments to the BankPrior Credit Agreement contained in this Agreement constitute a “significant modification” of the Prior Credit Agreement within the meaning of Treasury Regulation Section 1.1001-3(e) and that after giving effect to this Agreement the Obligations will not qualify as “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i), in either case, unless otherwise required by applicable law.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank DIP Agent the Liens described in the Collateral DocumentsDocuments executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Post-Petition Obligations, to grant to the Bank DIP Agent the Liens described in this Agreement and the Collateral Documents executed by itFinancing Orders, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries Debtors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries Debtors enforceable against them in accordance with their terms except 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)terms; and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Domestic Subsidiary Debtor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary such Debtor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower such Debtor, (b) contravene or any Domestic Subsidiary or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect (it being understood that any covenant, indenture or agreement subject to the automatic stay could not be expected to have a Material Adverse Effect), or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of the DIP Agent pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right power and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Bank Administrative Agent the Liens described in the Collateral DocumentsDocuments executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right power and authority to enter into the Loan Documents executed by it, to guarantee the ObligationsObligations of the Borrower, to grant to the Bank Administrative Agent the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries such Person enforceable against them in accordance with their terms terms, except 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order order, or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and incorporation, by-laws, certificate or articles of association and association, operating agreement, partnership agreement, or other any similar organizational documents) organization agreement of the Borrower or any Domestic Subsidiary Subsidiary, (b) contravene or constitute a default under any covenant, indenture indenture, or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their its Property, in each case where such contravention or default is reasonably likely to have a Material Adverse Effect, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the BankCollateral Documents and other Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank Administrative Agent the Liens described in the Collateral DocumentsDocuments executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, to grant to the Bank Administrative Agent the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries Guarantors enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Parent, the Borrower or any Domestic Subsidiary or any of their 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 (bc) result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Domestic Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by it, Obligations and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries by each Material Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries such Person enforceable against them it in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Material Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Material Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Domestic Material Subsidiary or any of their Property, its Property or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than Liens granted to the BankMaterial Subsidiary.

Authority and Validity of Obligations. The Borrower Company has full right and authority to enter into this Agreement and the other Loan Documents, to make the borrowings herein provided forOperative Documents executed by it, to issue its Note in evidence thereofNotes and Warrants, to grant to the Bank Agent the Liens described in the Collateral DocumentsDocuments executed by the Company, and to perform all of its obligations hereunder and under the other Loan DocumentsOperative Documents executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Operative Documents executed by it, to guarantee the Obligations, to grant to the Bank Agent the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Operative Documents executed by it. The Loan Operative Documents delivered by the Borrower Company and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Company and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Operative Documents do not, nor does the performance or observance by the Borrower Company or any Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower Company or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower Company or any Domestic Subsidiary Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower Company or any Domestic Subsidiary or any of their 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 (bc) result in the creation or imposition of any Lien on any Property of the Borrower Company or any Domestic Subsidiary other than the Liens (i) granted in favor of the Agent pursuant to the BankCollateral Documents, and (ii) granted in favor of the Senior Bank Agent that are subject to the Subordination Agreement.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to Administrative Agent for the Bank benefit of the Lenders the Liens described in the Collateral DocumentsDocuments executed by Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to Administrative Agent for the Bank benefit of the Lenders the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of Administrative Agent for the benefit of the Lenders pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant and with respect to the Bank Company, to guarantee the Liens described in the Collateral DocumentsObligations, Hedging Liability, and Funds Transfer and Deposit Account Liability and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by itHedging 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 each Borrower and its Domestic Subsidiaries by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries such Person enforceable against them it in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 any Borrower or any Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any Domestic Subsidiary Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the any Borrower or any Domestic Subsidiary or any of their 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 (bc) result in the creation or imposition of any Lien on any Property of the any Borrower or any Domestic Subsidiary other than Liens granted to the BankSubsidiary.

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral DocumentsDocuments executed by such Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the each Borrower and its Domestic their Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the such Borrower and its Domestic their Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 each Borrower or any Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any Domestic Subsidiary Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the any Borrower or any Domestic Subsidiary or any of their Property, or (bc) result in the creation or imposition of any Lien on any Property of the any Borrower or any Domestic Subsidiary other than the Liens granted in favor of Bank pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms except 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (aj) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (bk) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted to the Bank.

Authority and Validity of Obligations. The Borrower ▇▇▇▇▇▇▇▇ has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral DocumentsDocuments executed by ▇▇▇▇▇▇▇▇, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the ObligationsObligations or Hedging Liability, to grant to the Bank the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors’ rights generally (including, without limitation, Canadian Insolvency Legislation) 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of Bank pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms except 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (b) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted to the Bank.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral DocumentsDocuments executed by Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the ObligationsObligations or Hedging Liability, to grant to the Bank the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of Bank pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right right, power, consent, approval and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right right, power, consent, approval and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by itHedging 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 Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) conflict with, contravene or constitute a default under any covenantmaterial indenture, indenture covenant or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than Liens granted to the BankSubsidiary.

Authority and Validity of Obligations. The Borrower Company has full right and authority to enter into this Agreement and the other Loan Documents, to make the borrowings herein provided forOperative Documents executed by it, to issue its Note in evidence thereofNotes and Warrants, to grant to the Bank Agent the Liens described in the Collateral DocumentsDocuments executed by the Company, and to perform all of its obligations hereunder and under the other Loan DocumentsOperative Documents executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Operative Documents executed by it, to guarantee the Obligations, to grant to the Bank Agent the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Operative Documents executed by it. The Loan Operative Documents delivered by the Borrower Company and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Company and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Operative Documents do not, nor does the performance or observance by the Borrower Company or any Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower Company or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower Company or any Domestic Subsidiary Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower Company or any Domestic Subsidiary or any of their 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 (bc) result in the creation or imposition of any Lien on any Property of the Borrower Company or any Domestic Subsidiary other than the Liens (i) granted in favor of the Agent pursuant to the BankCollateral Documents, and (ii) granted in favor of the Senior Bank Agent that are subject to the Subordination Agreement.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral DocumentsDocuments executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of Bank pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral DocumentsDocuments executed by Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of Bank pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Hedging Liability, and Funds Transfer and Bank the Liens described in the Collateral Documents executed by itProduct Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries such Person enforceable against them it in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and or by-laws, certificate or articles of association and or operating agreement, partnership agreement, agreement or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their 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 (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than Liens granted to the BankSubsidiary.

Authority and Validity of Obligations. The Borrower has full the requisite right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral DocumentsDocuments executed by Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full the requisite right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of Bank pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Bank Agent the Liens described in the Collateral DocumentsDocuments executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, to grant to the Bank Agent the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their 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 (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of the Agent pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Bank Administrative Agent the Liens described in the Collateral DocumentsDocuments executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the ObligationsObligations and Hedging Liability, to grant to the Bank Administrative Agent the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries the Guarantors enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Guarantor except for any contravention or default that could not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary Guarantor or any of their 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 (bc) result in the creation or imposition of any Lien (except for Liens created by the Loan Documents and Permitted Liens) on any Property of the Borrower or any Domestic Subsidiary other than Liens granted to the BankGuarantor.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank Administrative Agent the Liens described in the Collateral Documents, Documents executed by the Borrower and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Obligations, to grant to the Bank Administrative Agent the Liens described in the Collateral Documents executed by it, such Person (if applicable) and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries each Guarantor enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary Guarantor (other than Liens granted to in favor of the BankAdministrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower Company has full right and authority to enter into this Agreement and the other Loan Operative Documents, to make issue the borrowings herein provided for, to issue its Note and the Warrant in evidence thereof, to grant to the Bank Purchaser the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Operative Documents. Each Domestic Subsidiary has full right and authority to enter into the Loan Operative Documents executed by it, to guarantee the Obligations, to grant to the Bank Purchaser the Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Operative Documents executed by it. The Loan Operative Documents delivered by the Borrower Company and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Company and its Domestic Subsidiaries enforceable against them in accordance with their terms except 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 Operative Documents do not, nor does the performance or observance by the Borrower Company or any Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower Company or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower Company or any Domestic Subsidiary or any covenant, indenture or agreement of or affecting the Borrower Company or any Domestic Subsidiary or any of their Property, or (b) result in the creation or imposition of any Lien on any Property of the Borrower Company or any Domestic Subsidiary other than the Liens granted to in favor of the BankPurchaser and the Senior Lender.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Bank Administrative Agent the Liens described in the Collateral DocumentsDocuments executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each of the Parent and the Domestic Subsidiary Subsidiaries has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank Administrative Agent the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by to which the Parent, the Borrower and its Domestic Subsidiaries or any other Subsidiary is a party have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries such Person enforceable against them it in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Parent, the Borrower or any Domestic other Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a material default under any provision of law or any judgment, injunction, order or decree binding upon the Parent, the Borrower or any Domestic other Subsidiary or any provision of the organizational documents (e.g., charter, articles or certificate or articles of incorporation and or by-laws, certificate or articles of association and or operating agreement, partnership agreement, or other similar organizational documents) constituent document of the Parent, the Borrower or any Domestic Subsidiary other Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Parent, the Borrower or any Domestic other Subsidiary or any of their 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 (bc) result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Domestic other Subsidiary other than the Liens granted in favor of the Administrative Agent pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note Revolving Notes in evidence thereof, to grant to the Bank Administrative Agent the Liens described in the Collateral DocumentsDocuments executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary Designated Company (other than the Borrower) has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligationsobligations of the Borrower, to grant to the Bank Administrative Agent the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries each Designated Company have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries such Person enforceable against them it in accordance with their terms terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar applicable bankruptcy laws and laws affecting the 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)generally; and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Domestic Subsidiary Designated Company of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary Designated Company or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and or by-laws, certificate or articles of association and or operating agreement, or partnership agreement, or other similar organizational documentsconstituent document) of the Borrower any Designated Company, (b) contravene or any Domestic Subsidiary or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary Designated Company or any of their its Property, which default could reasonably be expected to have a Material Adverse Effect, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary Designated Company other than the Liens granted in favor of the Administrative Agent pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons the Borrower and its Subsidiaries and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms except 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 Domestic Subsidiary and its Subsidiaries of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and incorporation, or by-laws, certificate or articles of association and or operating agreement, partnership agreement, agreement or other similar organizational documents) of the Borrower or any Domestic Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their its Property, or (b) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than Liens granted to the Bank.

Authority and Validity of Obligations. The Borrower has full the requisite right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to Collateral Agent on behalf of the Bank Lenders the Liens described in the Collateral DocumentsDocuments executed by Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full the requisite right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to Collateral Agent on behalf of the Bank Lenders the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of Collateral Agent on behalf of the Lenders pursuant to the BankCollateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan DocumentsDocuments executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral DocumentsDocuments executed by Borrower, and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents executed by itsuch Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Domestic Subsidiary Subsidiary, (b) to the best of Borrower’s knowledge, conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their Property, or (bc) result in the creation or imposition of any Lien on any Property of the Borrower or any Domestic Subsidiary other than the Liens granted in favor of Bank pursuant to the BankCollateral Documents.