Common use of Authorization of Company Agreements; Enforceability Clause in Contracts

Authorization of Company Agreements; Enforceability. (A) The Company Agreements have been duly authorized, executed and delivered by the Company. Each of the Company Agreements is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnity and contribution hereunder and thereunder may be limited by general equitable principles or federal or state securities laws or public policy underlying such laws. (B) The BDC Holdings Subscription Agreement has been duly authorized, executed and delivered by BDC Holdings. The BDC Holdings Subscription Agreement is a valid and binding agreement of BDC Holdings, enforceable against BDC Holdings in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnity and contribution hereunder and thereunder may be limited by general equitable principles or federal or state securities laws or public policy underlying such laws. (C) The Conveyance Documents have been duly authorized, executed and delivered by THL Credit Opportunities and BDC Holdings, as applicable. Each of the Conveyance Documents is a valid and binding agreement of THL Credit Opportunities and BDC Holdings, as applicable, enforceable against THL Credit Opportunities and BDC Holdings, as applicable, in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of auditors or by general equitable principals and except as rights to indemnity and contribution thereunder may be limited by general equitable principles or federal or state securities laws or public policies underlying such laws. (D) The License Agreement has been duly authorized, executed and delivered by THL Partners. The License Agreement is a valid and binding agreement of THL Partners, enforceable against THL Partners in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of auditors or by general equitable principals and except as rights to indemnity and contribution thereunder may be limited by general equitable principles or federal or state securities laws or public policies underlying such laws.

Authorization of Company Agreements; Enforceability. (A) The Company Agreements have been duly authorized, executed and delivered by the Company. Each of the Company Agreements is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnity and contribution hereunder and thereunder may be limited by general equitable principles or federal or state securities laws or public policy underlying such laws. (B) The BDC Holdings Subscription Agreement has been duly authorized, executed and delivered by BDC Holdings. The BDC Holdings Subscription Agreement is a valid and binding agreement of BDC Holdings, enforceable against BDC Holdings in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnity and contribution hereunder and thereunder may be limited by general equitable principles or federal or state securities laws or public policy underlying such laws. (C) The Conveyance Documents have been duly authorized, executed and delivered by THL Credit Opportunities and BDC Holdings, as applicable. Each of the Conveyance Documents is a valid and binding agreement of THL Credit Opportunities and BDC Holdings, as applicable, enforceable against THL Credit Opportunities and BDC Holdings, as applicable, in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of auditors or by general equitable principals and except as rights to indemnity and contribution thereunder may be limited by general equitable principles or federal or state securities laws or public policies underlying such laws. (D) The License Agreement has been duly authorized, executed and delivered by THL Partners. The License Agreement is a valid and binding agreement of THL Partners, enforceable against THL Partners in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of auditors or by general equitable principals and except as rights to indemnity and contribution thereunder may be limited by general equitable principles or federal or state securities laws or public policies underlying such laws.