Common use of Existence, Power and Authority Clause in Contracts

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where the failure to so qualify has or would reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company or limited partnership powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunder. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, corporation or limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction state of organization incorporation or formation and is duly qualified as a foreign corporation, corporation or limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on such Borrower’s or Guarantor’ s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company or limited partnership powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of incorporation or formation, bylawsby-laws, operating agreement, limited partnership agreement or other organizational documentation, (d) are not in contravention in any material respect of any law or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (de) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor Guarantor, except as permitted hereunderfor the creation of a lien in favor of Agent. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms ,except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of law limiting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)principles.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or limited partnership duly organized and in good standing under the laws of its state or other jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on the financial condition, results of operation or businesses of Guarantor or the rights of Agent and Lenders hereunder or under any of the other Loan Documents. The execution, delivery and performance of this AgreementGuaranty are within the organizational powers of Guarantor, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company or limited partnership powers, (b) have been duly authorized, (c) authorized and are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, the operating agreement, limited partnership agreement or other organizational documentationdocumentation of Guarantor, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunderbound. This Agreement and Guaranty constitutes the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations obligation of such Borrower and Guarantor enforceable in accordance with their respective terms its terms, except as enforceability to the extent enforcement may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws affecting the enforcement of relating to or limiting creditors’ rights generally generally.” Each of JMT Financial (as modified above for JMT Financial) and Delta Search hereby makes, adopts, ratifies, and affirms to Agent each of the representations and warranties set forth in Section 12 of the US Guaranty as of the date of this Amendment with respect to each of JMT Financial and Delta Search, as though such representations and warranties were fully set forth herein. (e) Each of JMT Financial and Delta Search is hereby added as an additional Guarantor under and party to the General Security Agreement dated June 25, 2003 executed by general equitable principles the Domestic Guarantors and delivered to Agent (whether enforcement is sought by proceedings the “US Security Agreement”). All references to “Guarantor” or “Guarantors” in equity or law)the US Security Agreement shall hereafter be deemed to include each of JMT Financial and Delta Search.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or limited partnership an entity duly organized or formed and in good standing under the laws of its state or other jurisdiction of organization incorporation and is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on the financial condition, results of operation or businesses of any Guarantor or the rights of Agent and Lenders hereunder or under any of the other Financing Agreements. The execution, delivery and performance of this AgreementGuarantee is within the corporate powers of each Guarantor, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company or limited partnership powers, (b) have been duly authorized, (c) authorized and are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate the certificates of incorporation, certificate of formationby-laws, bylaws, operating agreement, limited partnership agreement or other organizational documentationdocumentation of each Guarantor, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunderbound. This Agreement and Guarantee constitutes the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations obligation of such Borrower and each Guarantor enforceable in accordance with their respective terms its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws of general application affecting the enforcement enforceability of creditors’ rights generally and or by general principles of equity limiting the availability of equitable principles (remedies. Any one of Guarantors signing this Guarantee shall be bound hereby whether enforcement is sought by proceedings in equity or law)not any of the other Guarantors or any other person signs this Guarantee at any time.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign or extra-provincial corporation, limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessarynecessary (to the extent the concept of good standing is applicable to such Borrower or Guarantor under the laws of the relevant state or jurisdiction), where the failure to so qualify qualify, has or would reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements Loan Documents and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or corporate, limited liability company or limited partnership powers, as applicable, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunder. This Agreement and the other Financing Agreements Loan Documents to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or company, limited partnership or trust duly organized and in good standing under the laws of its jurisdiction of organization incorporation or formation and is duly qualified as a foreign corporation, limited liability company company, limited partnership or limited partnership, as applicable, trust and in good standing in all states states, provinces or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or corporate, limited liability company or company, limited partnership or trust powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylawsby-laws, operating agreement, limited partnership agreement, trust agreement or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor Guarantor, except as permitted hereunderfor liens in favor of Agent, Term B Loan Agent and Subordinated Note Trustee. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)principles.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or company, limited partnership or trust duly organized and in good standing under the laws of its jurisdiction of organization incorporation or formation and is duly qualified as a foreign corporation, limited liability company company, limited partnership or limited partnership, as applicable, trust and in good standing in all states states, provinces or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or corporate, limited liability company or company, limited partnership or trust powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylawsby-laws, operating agreement, limited partnership agreement, trust agreement or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor Guarantor, except as permitted hereunderfor liens in favor of Agent, First Lien Agent and the Subordinated Note Trustee. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)principles.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where the failure to so qualify has or would reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company or limited partnership powers, (b) have been duly authorized, (c) are not in contravention of any material law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunder. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor Guarantor, enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign or extra-provincial or extra-territorial corporation, limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where the failure to so qualify qualify, individually or in the aggregate, has or would could reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements Loan Documents and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or corporate, limited liability company or limited partnership powers, as applicable, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound bound, where such contravention has or could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunder. This Agreement and the other Financing Agreements Loan Documents to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, company or limited liability company or limited partnership duly organized or incorporated and in good standing under the laws of its jurisdiction of organization or incorporation and is duly qualified as a foreign corporation, corporation or limited liability company or limited partnershipcompany, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where the failure to so qualify qualify, individually or in the aggregate, has or would could reasonably be expected to have a Material Adverse Effect. .. The execution, delivery and performance of this Agreement, the other Financing Agreements Loan Documents and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate corporate, company or limited liability company or limited partnership powers, as applicable, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, material agreement Material Contract or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunder. This Agreement and the other Financing Agreements Loan Documents to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Existence, Power and Authority. Each Except as set forth in the Information Certificate, each Borrower and Guarantor is a corporation, corporation or limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization or formation and is duly qualified as a foreign corporation, corporation or limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on such Borrower's or Guarantor's financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s corporate or limited liability company or limited partnership 's powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s 's certificate of incorporation, certificate of incorporation or formation, bylawsby laws, operating agreement, limited partnership agreement agreements or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunderGuarantor. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)terms.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign or extra-provincial corporation, limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where the failure to so qualify qualify, individually or in the aggregate, has or would could reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements Loan Documents and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or corporate, limited liability company or limited partnership powers, as applicable, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunder. This Agreement and the other Financing Agreements Loan Documents to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law). .

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or company, limited partnership or trust duly organized and in good standing under the laws of its jurisdiction of organization incorporation or formation and is duly qualified as a foreign corporation, limited liability company company, limited partnership or limited partnership, as applicable, trust and in good standing in all states states, provinces or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or corporate, limited liability company or company, limited partnership or trust powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylawsby-laws, operating agreement, limited partnership agreement, trust agreement or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor Guarantor, except as permitted hereunderfor liens in favor of Agent, First Lien Agent, Subordinated Note Trustee and WHX. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)principles.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions (to the extent the concept of good standing is applicable to such Borrower or Guarantor under the laws of the relevant state or jurisdiction) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where the failure to so qualify has or would reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company or limited partnership powers, (b) have been duly authorized, (c) are not in contravention of law applicable laws in any material respect or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any material indenture, material agreement or undertaking (including, without limitation, the Floating Rate Note Documents) to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunder. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor Guarantor, enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)terms.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where the failure to so qualify has or would reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company or limited partnership powers, (b) have been duly authorized, (c) are not in contravention of any material law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunder. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, corporation or limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization or formation and is duly qualified as a foreign corporation, corporation or limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on such Borrower's or Guarantor's financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s corporate or limited liability company or limited partnership 's powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s 's certificate of incorporation, certificate of incorporation or formation, bylawsby laws, operating agreement, limited partnership agreement agreements or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunderGuarantor. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)terms.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, corporation or limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, corporation or limited liability company or limited partnership, as applicable, partnership and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company or limited partnership powers, (b) have been duly authorized, (c) are not in contravention of law or any order, judgment or decree of any court or other agency of government binding on any Borrower or Guarantor or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as Guarantor, other than liens permitted hereunderby this Agreement. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party have been duly executed and delivered by such Borrower or Guarantor and constitute legal, valid and binding obligations of such Borrower and or Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of law limiting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)principles.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, limited liability company or limited partnership other entity duly organized and in good standing under the laws of its jurisdiction state of organization incorporation or formation and is duly qualified as a foreign corporation, corporation or limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on such Borrower’s or Guarantor’ s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or corporate, limited liability company or limited partnership other organizational powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of incorporation or formation, bylawsby-laws, operating agreement, limited partnership agreement or other organizational documentation, (d) are not in contravention in any material respect of any law or any indenture, indenture or other material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (de) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor Guarantor, except as permitted hereunderfor the creation of a lien in favor of Agent. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of law limiting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)principles.

Existence, Power and Authority. Each Borrower and Guarantor is a corporation, corporation or limited liability company or limited partnership duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, corporation or limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, where except for those jurisdictions in which the failure to so qualify has or would reasonably be expected to not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company or limited partnership powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of incorporation or formation, bylawsby laws, operating agreement, limited partnership agreement or other organizational documentation, or any material indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound (including, without limitation, the Indenture) and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor Guarantor, except as for security interests and liens expressly permitted hereunderby Section 9.8 hereof. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of law limiting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)principles.