Authorization; Enforceability. This Amendment has been duly authorized by all necessary corporate, shareholder or other organizational action by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that # enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and # the indemnification and contribution provisions of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization, Validity and Enforceability. Each Borrower and each Subsidiary Guarantor has the corporate or other power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Borrower and each Subsidiary Guarantor of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate, partnership or limited liability company proceedings (or analogous acts in the case of any Foreign Subsidiary), and the Loan Documents to which it is a party constitute legal, valid and binding obligations of such Person enforceable against such Person in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

Enforceability. Any Loan Document shall fail to remain in full force or effect against the Company or any Subsidiary or any action shall be taken or shall fail to be taken to discontinue or to assert the invalidity or unenforceability of, or which results in the discontinuation or invalidity or unenforceability of, any Loan Document.

Enforceability. It is the intention of the parties to restrict the activities of the Executive under this Paragraph 7 only to the extent necessary for the protection of the legitimate business interests of the Bank, and the parties specifically covenant and agree that should any of the clauses or provisions of the restrictions set forth herein, under any set of circumstances, be held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective during the Term of this Agreement, then, and in that event, the court so holding may reduce the business or territory to which such restriction pertains and/or the period of time during which it operates, or effect any other change to the extent necessary to render such restriction enforceable by said court.

Enforceability. This Agreement and all of the other Program Documents executed and delivered by [[Organization C:Organization]] in connection herewith are legal, valid and binding obligations of [[Organization C:Organization]] and are enforceable against [[Organization C:Organization]] in accordance with their terms except as such enforceability may be limited by # the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Requirement of Law affecting creditors’ rights generally and # general principles of equity.

Enforceability. For any reason, this Agreement at any time shall not be in full force and effect in all material respects or shall not be enforceable in all material respects in accordance with its terms, or any Person (other than [[Organization B:Organization]]) shall contest the validity, enforceability, perfection or priority of any Lien granted pursuant thereto, or any party thereto (other than [[Organization B:Organization]]) shall seek to disaffirm, terminate, limit or reduce its obligations hereunder; or

Enforceability. This Note constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Enforceability. Each Transaction Document executed by [[Organization B:Organization]] has been duly executed and delivered by [[Organization B:Organization]] and constitutes a legal, valid and binding obligation of [[Organization B:Organization]], enforceable against [[Organization B:Organization]] in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity.

The Executive acknowledges and agrees that the covenants and restrictions pertaining to him contained in [Sections 5.1, 5.2, 5.3 and 5.4] of this Agreement are reasonable and valid in the circumstances and all of such covenants and restrictions are in addition to and not in lieu of, rights of the Company or obligations of the Executive imposed by statutory or common law. The Executive further acknowledges and agrees that the Company and its Affiliates would suffer irreparable injury in the event of any breach or threatened breach by the Executive of such covenants or restrictions, that money damages would be an inadequate remedy at law in connection with any such breach and that the Company and its Affiliates will therefore be entitled to, in addition to, and not in lieu of, all other rights of the Company and its Affiliates at law or equity (including, but not limited to, any action for money damages), temporary and permanent injunctive relief enjoining and restraining the Executive from any such breach or threatened breach. The Executive therefore agrees that any court having jurisdiction may enter a preliminary or permanent restraining order or injunction against the Executive in the event of actual or threatened breach of any of the provisions of this Agreement, and that any such relief will not preclude the Company its Affiliates from seeking any other relief at law or equity with respect to any such claim.