Common use of Authorization, Validity, and Enforceability of this Agreement and the Loan Documents Clause in Contracts

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower and each of its Subsidiaries has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party and to grant the Lender's Liens and, with respect to the Borrowers only, to incur the Obligations. Each Borrower and each Subsidiary has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Borrower and each Subsidiary party thereto, and constitute the legal, valid and binding obligations of each Borrower and each such Subsidiary, enforceable against it in accordance with its respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other similar laws affecting creditors' rights generally and as limited by general principles of equity. Each Borrowers' and each Subsidiary's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with or constitute a violation or breach of, in each case to the extent not waived in writing, or result in the imposition of any Lien upon the property of the Borrowers or any of their Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower or any such Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrowers or any of their Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrowers or any of their Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower and each of its Subsidiaries has the corporate or other legal power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party and to grant the Lender's Liens and, with respect to the Borrowers only, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower and each Subsidiary has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Borrower and each Subsidiary party theretoBorrower, and constitute the legal, valid and binding obligations of each Borrower and each such SubsidiaryBorrower, enforceable against it in accordance with its their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other similar laws affecting creditors' rights generally and as limited by general principles of equityterms. Each Borrowers' and each SubsidiaryBorrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with or constitute a violation or breach of, in each case to the extent not waived in writing, or (i) result in the imposition of any Lien (other than the Agent's Liens) upon the property of the Borrowers or any of their Subsidiariessuch Borrower, by reason of the terms of (a1) any contract, mortgage, lease, agreement, indenture, or instrument to which any such Borrower or any such Subsidiary is a party or which is binding upon itit (including any of the foregoing entered into after the Petition Date), (b2) any Requirement of Law applicable to the Borrowers or any of their Subsidiariessuch Borrower, or (c3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrower or (ii) conflict with, or constitute a violation of (1) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it and that was entered into after the Borrowers Petition Date, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect, (2) any Requirement of their SubsidiariesLaw applicable to such Borrower, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect or (3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each The Borrower and each of its Subsidiaries has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party and to grant the Lender's Liens and, with respect to the Borrowers onlyparty, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each The Borrower and each Subsidiary has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Borrower and each Subsidiary party theretothe Borrower, and constitute the legal, valid and binding obligations of each Borrower and each such Subsidiarythe Borrower, enforceable against it in accordance with its their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other similar laws affecting creditors' rights generally and as limited by general principles of equityterms. Each Borrowers' and each Subsidiary's The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with with, or constitute a violation or breach ofof (excluding conflicts, violations or breaches of any provision in each case to any contract prohibiting the extent not waived grant of a lien in writingspecific leased or licensed assets), or result in the imposition of any Lien upon the property of the Borrowers Borrower or any of their its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which any the Borrower or any such Subsidiary is a party or which is binding upon itit and which involves obligations in excess of $500,000, (b) any Requirement of Law applicable to the Borrowers Borrower or any of their its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrowers Borrower or any of their its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each The Borrower and each of its Subsidiaries has the power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents to which it is a party and to grant the Lender's Liens and, with respect to the Borrowers onlyparty, to incur the Obligations, and to grant to the Agent, for the benefit of the Lenders, Liens upon and security interests in the Collateral. Each The Borrower and each Subsidiary has taken all necessary action (including without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each the Borrower and each Subsidiary party thereto, and constitute the legal, valid valid, and binding obligations of each the Borrower and each such Subsidiary, enforceable against it in accordance with its their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other similar laws affecting creditors' rights generally and as limited by general principles of equityterms. Each Borrowers' and each Subsidiary's The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with or with, constitute a violation or breach of, in each case to the extent not waived in writing, or result in the imposition of any Lien upon the property of the Borrowers Borrower or any of their Subsidiaries, its Subsidiaries by reason of the terms of of: (a) any contract, mortgage, lease, agreement, indenture, or instrument to which any the Borrower or any such Subsidiary is a party or which is binding upon it, ; (b) any Requirement of Law applicable to the Borrowers Borrower or any of their its Subsidiaries, ; or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrowers Borrower or any of their its Subsidiaries, as applicable. None of the Petroleum Product owned or purchased by the Borrower is subject to a First Purchaser Lien except as the Borrower may have previously notified the Agent in accordance with Section 5.3(k).

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower and each of its Subsidiaries Credit Party has the power and authority to execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party and to grant the Lender's Liens and, with respect to the Borrowers onlyparty, to incur the ObligationsObligations hereunder or under the Parent Guaranty, as applicable, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower and each Subsidiary Credit Party has taken all necessary action (including obtaining approval of its stockholders or other equityholders, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other The Loan Documents (other than those not required to be in effect on the date of this representation) to which it is a party have been duly executed and delivered by each Borrower and each Subsidiary party theretoCredit Party, and constitute the legal, valid and binding obligations of each Borrower and each such SubsidiaryCredit Party, enforceable against it in accordance with its their respective terms terms, except as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and or other similar laws affecting the enforcement of creditors' ’ rights generally and as limited or by the effect of general principles of equityequitable principles. Each Borrowers' and each Subsidiary's Credit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with with, or constitute a violation or breach of, in each case to the extent not waived in writing, or result in the imposition of any Lien upon the property of the Borrowers each Credit Party or any of their its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower or any such Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrowers any Credit Party or any of their its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws bylaws or the limited liability company or limited partnership agreement of the Borrowers any Credit Party or any of their its Subsidiaries.