Common use of Authorization and Approvals Clause in Contracts

Authorization and Approvals. As to the Borrower, the execution, delivery and performance of this Agreement, the borrowing hereunder and the execution and delivery of each of the other Loan Documents contemplated hereby (a) have been duly authorized by all requisite corporate action, (b) do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the Lender, (c) will not violate any provision of law, any order of any court or other agency of government, the articles of incorporation or bylaws of the Borrower, any provision of any indenture, agreement or other instrument to which the Borrower is a party, or by which it or any of its properties or assets are bound except where such violation would not result in a material adverse effect on the business or financial condition of the Borrower, (d) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any indenture, agreement or other instrument except where such conflict, breach or default would not result in a material adverse effect on the business or financial condition of the Borrower, and (e) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its properties or assets other than in favor of the Lender and as contemplated hereby.

Authorization and Approvals. As to the Borrower, the The execution, delivery and performance of this Agreement, the borrowing borrowings hereunder and the execution execution, delivery and delivery of each performance of the Revolving Credit Note, and other Loan Documents documents contemplated hereby (a) have been duly authorized by all requisite corporate actionaction of the Borrower, (b) do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the LenderBank, (c) will not violate any provision of law, any order of any court or other agency of government, the articles Articles of incorporation or bylaws Incorporation and Bylaws of the Borrower, any provision of any indenture, note, agreement or other instrument to which the Borrower is a party, or by which it or any of its properties or assets are bound except where such violation would not result in a material adverse effect on the business or financial condition of the Borrowerbound, (d) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any such indenture, note, agreement or other instrument except where such conflict, breach or default would not result in a material adverse effect on the business or financial condition of the Borrowerinstrument, and (e) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its the properties or assets of the Borrower (other than in favor of the Lender Bank and as contemplated hereby).

Authorization and Approvals. As to the Borrower, the The execution, delivery and performance of this Agreement, the borrowing borrowings hereunder and the execution execution, delivery and delivery of each performance of the Revolving Credit Note and other Loan Documents documents contemplated hereby (a) have been duly authorized by all requisite corporate actionaction of the Borrower and each of the Subsidiaries, (b) do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the LenderBank, (c) will not violate any provision of law, any order of any court or other agency of government, the articles Articles of incorporation Incorporation or bylaws Bylaws of the BorrowerBorrower or any of the Subsidiaries, any provision of any indenture, note, agreement or other instrument to which the Borrower or any of the Subsidiaries is a party, or by which it any of them or any of its their properties or assets are bound except where such violation would not result in a material adverse effect on the business or financial condition of the Borrowerbound, (d) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any such indenture, note, agreement or other instrument except where such conflict, breach or default would not result in a material adverse effect on the business or financial condition of the Borrowerinstrument, and (e) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its the properties or assets of the Borrower or any of the Subsidiaries other than in favor of the Lender Bank and as contemplated hereby.

Authorization and Approvals. As to the Borrower, the The execution, delivery and performance of this Agreement, the borrowing hereunder and the execution and delivery of each of the Notes, the Security Agreements, the Financing Statements, and other Loan Documents documents contemplated hereby (a) have been duly authorized by all requisite corporate action, (ba) do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the LenderBank, (cb) will not violate any provision of law, any order of any court or other agency of government, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Borrower, any provision of any indenture, agreement or other instrument to which the Borrower is a party, or by which it or any of its properties or assets are bound except where such violation would not result in a material adverse effect on the business or financial condition of the Borrowerbound, (dc) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any such indenture, agreement or other instrument except where such conflict, breach or default would not result in a material adverse effect on the business or financial condition of the Borrowerinstrument, and (ed) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its the properties or assets of the Borrower other than in favor of the Lender Bank and as contemplated hereby.. The execution, delivery and performance of the Guaranty, and other documents contemplated thereby (e) do not require registration with or consent or approval of, or other action by, any

Authorization and Approvals. As to the Borrower, the The execution, delivery and performance of this Agreement, the borrowing hereunder and the execution and delivery of each of the Notes and other Loan Documents contemplated hereby (a) to which any Obligor is a party have been duly authorized by all requisite corporate action, (b) do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the LenderBank or will be completed and obtained concurrently with the execution and delivery of this Agreement, (c) will not violate any provision of law, any order of any court or other agency of government, the articles Organizational Documents of incorporation or bylaws of the Borrowerany Obligor, any provision of any indenture, agreement or other instrument to which the Borrower any Obligor is a party, or by which it or any of its properties or assets are bound except where such violation would not result in a material adverse effect on the business or financial condition of the Borrowerbound, (d) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any such indenture, agreement or other instrument except where such conflict, breach or default would not result in a material adverse effect on the business or financial condition of the Borrowerinstrument, and (e) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its the properties or assets of the Obligor other than in favor of the Lender Bank and as contemplated hereby.

Authorization and Approvals. As to the Borrower, the execution, delivery and performance of this Agreement, the borrowing hereunder hereunder, and the execution and delivery of each of the other Loan Documents contemplated hereby (a) have been duly authorized by all requisite corporate action, (b) do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the Lender, (c) will not violate any provision of law, any order of any court or other agency of government, the articles of incorporation or bylaws of the Borrower, any provision of any indenture, agreement or other instrument to which the Borrower is a party, or by which it or any of its properties or assets are bound except where such violation would not result in a material adverse effect on the business or financial condition of the Borrowerbound, (d) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any indenture, agreement or other instrument except where such conflict, breach or default would not result in a material adverse effect on the business or financial condition of the Borrowerinstrument, and (e) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its properties or assets other than in favor of the Lender and as contemplated hereby.

Authorization and Approvals. As to the Borrower, the The execution, delivery and performance of this Agreement, the borrowing hereunder and the execution and delivery of each of the Note, any security agreements, the financing statements, and other Loan Documents documents contemplated hereby (a) have been duly authorized by all requisite corporate action, (b) do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the LenderBank, (c) will not violate any provision of law, any order of any court or other agency of government, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Borrower, any provision of any indenture, agreement or other instrument to which the Borrower is a party, or by which it or any of its properties or assets are bound except where such violation would not result in a material adverse effect on the business or financial condition of the Borrowerbound, (d) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any such indenture, agreement or other instrument except where such conflict, breach or default would not result in a material adverse effect on the business or financial condition of the Borrowerinstrument, and (e) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its the properties or assets of the Borrower other than in favor of the Lender Bank and as contemplated hereby.

Authorization and Approvals. As to the Borrower, the The execution, delivery and performance of this Agreement, the borrowing borrowings hereunder and the execution and delivery of each the Notes, the Letter of the Credit Documents and other Loan Documents contemplated hereby (a) to which any Obligor is a party have been duly authorized by all requisite corporate action, (b) do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the LenderBank or will be completed or obtained concurrently with the execution and delivery of this Agreement, (c) will not violate any provision of law, any order of any court or other agency of government, the articles Organizational Documents of incorporation or bylaws of the Borrowerany Obligor, any provision of any indenture, agreement or other instrument to which the Borrower any Obligor is a party, or by which it or any of its properties or assets are bound except where such violation would not result in a material adverse effect on the business or financial condition of the Borrowerbound, (d) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any such indenture, agreement or other instrument except where such conflict, breach or default would not result in a material adverse effect on the business or financial condition of the Borrowerinstrument, and (e) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its the properties or assets of any Obligor other than in favor of the Lender Bank and as contemplated hereby.

Authorization and Approvals. As to The execution, delivery and performance --------------------------- of this Agreement, the Borrower, borrowings hereunder and the execution, delivery and performance of this Agreementthe Revolving Credit Note, the borrowing hereunder and the execution and delivery of each of the other Loan Documents documents contemplated hereby (a) have been duly authorized by all requisite corporate actionaction of Borrower, (b) do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the LenderBank, (c) will not violate any provision of law, any order of any court or other agency of government, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Borrower, any provision of any indenture, note, agreement or other instrument to which the Borrower is a party, or by which it or any of its properties or assets are bound except where such violation would not result in a material adverse effect on the business or financial condition of the Borrowerbound, (d) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any such indenture, note, agreement or other instrument except where such conflict, breach or default would not result in a material adverse effect on the business or financial condition of the Borrowerinstrument, and (e) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its the properties or assets of Borrower other than in favor of Bank in the Lender and as contemplated herebyfuture if granted.

Authorization and Approvals. As to the Borrower, the The execution, delivery and performance of this Agreement, the borrowing hereunder borrowings hereunder, the execution, delivery and the execution and delivery of each performance of the other Loan Facility Documents contemplated hereby (a) have been duly authorized by all requisite corporate actionaction of Dealer, (b) except for UCC filings, do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the LenderBank, (c) will not violate any provision of law, any order of any court or other agency of government, the articles partnership agreement of incorporation or bylaws of the BorrowerDealer, any provision of any indenture, note, agreement or other instrument to which the Borrower Dealer is a party, or by which it or any of its properties or assets are bound except where such violation would not result in a material adverse effect on the business or financial condition of the Borrowerbound, (d) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any such indenture, note, agreement or other instrument except where such conflict, breach or default would not result in a material adverse effect on the business or financial condition of the Borrowerinstrument, and (e) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its the properties or assets of Dealer other than in favor of the Lender Bank and as contemplated hereby.