Common use of Authority and Approval of Agreement; Binding Effect Clause in Contracts

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Credit Parties of this Amendment, and the documents executed and delivered in connection herewith, and the performance by Credit Parties of all of its obligations hereunder and thereunder, have been duly and validly authorized and approved by the Credit Parties and its boards of directors pursuant to all applicable laws, and other than the corporate action or resolutions delivered by the Credit Parties in connection with this Amendment, no other corporate action or consent on the part of the Credit Parties, its board of directors, stockholders or any other Person is necessary or required by the Credit Parties to execute this Amendment, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Credit Parties’ obligations hereunder and thereunder. This Amendment, and each of the documents executed and delivered in connection herewith and therewith, have been duly and validly executed by the Credit Parties (and the officer executing this Amendment and all such other documents is duly authorized to act and execute same on behalf of the Credit Parties) and constitute the valid and legally binding agreements of the Credit Parties, enforceable against the Credit Parties in accordance with their respective terms.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Credit Parties of this Amendment, and the documents executed and delivered in connection herewith, and the performance by Credit Parties of all of its obligations hereunder and thereunder, have been duly and validly authorized and approved by the Credit Parties and its their boards of directors directors, as applicable, pursuant to all applicable laws, and other than the corporate action or resolutions delivered by the Credit Parties in connection with this Amendment, no other corporate action or consent on the part of the Credit Parties, its board of directors, stockholders or any other Person is necessary or required by the Credit Parties to execute this Amendment, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Credit Parties’ obligations hereunder and thereunder. This Amendment, and each of the documents executed and delivered in connection herewith and therewith, have been duly and validly executed by the Credit Parties (and the officer executing this Amendment and all such other documents is duly authorized to act and execute same on behalf of the Credit Parties) and constitute the valid and legally binding agreements of the Credit Parties, enforceable against the Credit Parties in accordance with their respective terms.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Credit Parties Borrowers of this Amendment, the Replacement Notes, and the all other documents executed and delivered in connection herewithherewith and therewith, and the performance by Credit Parties Borrowers of all of its obligations their Obligations hereunder and thereunder, have been duly and validly authorized and approved by the Credit Parties Borrowers and its boards their respective board of directors pursuant to all applicable laws, laws and other than the corporate action or resolutions delivered by the Credit Parties in connection with this Amendment, no other corporate action or consent on the part pail of the Credit PartiesBorrowers, its their board of directors, stockholders or any other Person is necessary or required by the Credit Parties Borrowers to execute this Amendment, the Replacement Notes, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and or therein, or perform all of the Credit PartiesBorrowers’ obligations Obligations hereunder and or thereunder. This Amendment, the Replacement Notes, and each of the documents executed and delivered in connection herewith and therewith, therewith have been duly and validly executed by the Credit Parties Borrowers (and the officer executing this Amendment and all such other documents for each Borrower is duly authorized to act and execute same on behalf of the Credit Partieseach Borrower) and constitute the valid and legally binding agreements of the Credit PartiesBorrowers, enforceable against the Credit Parties Borrowers in accordance with their respective terms.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Credit Parties of this AmendmentConsent by each of the Additional entities, and the all other documents executed and delivered in connection herewith, and the performance by Credit Parties each of the Additional Entities of all of its obligations hereunder their respective Obligations under the Credit Agreement and thereunderall other Loan Documents, have been duly and validly authorized and approved by each of the Credit Parties Additional Entities and its boards of directors members and/or managers pursuant to all applicable laws, and no other than the corporate company action or resolutions delivered by the Credit Parties in connection with this Amendment, no other corporate action or consent Consent on the part of any of the Credit PartiesAdditional Entities, its board of directorsmembers, stockholders managers, or any other Person is necessary or required by any of the Credit Parties Additional Entities to execute this AmendmentConsent, and the documents executed and delivered in connection herewith and therewithherewith, to consummate the transactions contemplated herein and thereinherein, or perform all of their Obligations under the Credit Parties’ obligations hereunder Agreement and thereunderall other Loan Documents. This Amendment, Consent and each of the documents executed and delivered in connection herewith and therewith, have been duly and validly executed by each of the Credit Parties Additional Entities (and the officer member or manager executing this Amendment Consent and all such other documents for each of the Additional Entities is duly authorized to act and execute same on behalf of the Credit PartiesAdditional Entities) and constitute the valid and legally binding agreements of the Credit PartiesAdditional Entities, enforceable against each of the Credit Parties Additional Entities in accordance with their respective terms.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Credit Parties Borrowers of this Amendment, the Additional Warrant, and the all other documents executed and delivered in connection herewithherewith and therewith, and the performance by Credit Parties Borrowers of all of its obligations Obligations hereunder and thereunder, have been duly and validly authorized and approved by the Credit Parties Borrowers and its boards their respective board of directors pursuant to all applicable laws, Laws and other than the corporate action or resolutions delivered by the Credit Parties in connection with this Amendment, no other corporate action or consent Consent on the part of the Credit PartiesBorrowers, its board of directors, stockholders stockholders, members, or any other Person is necessary or required by the Credit Parties Borrowers to execute this Amendment, the Additional Warrant, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Credit PartiesBorrowers’ obligations Obligations hereunder and thereunder. This Amendment, the Additional Warrant and each of the documents executed and delivered in connection herewith and therewith, therewith have been duly and validly executed by the Credit Parties Borrowers (and the officer or other authorized signatory executing this Amendment and all such other documents for each of the Borrowers is duly authorized to act and execute same on behalf of the Credit PartiesBorrowers) and constitute the valid and legally binding agreements of the Credit PartiesBorrowers, enforceable against the Credit Parties Borrowers in accordance with their respective terms.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Credit Parties of this Amendment, and the documents executed and delivered in connection herewith, and the performance by Credit Parties of all of its obligations hereunder and thereunder, have been duly and validly authorized and approved by the Credit Parties and its boards of directors pursuant to all applicable laws, and other than the corporate action or resolutions delivered by the Credit Parties in connection with this Amendment, no other corporate action or consent on the part of the Credit Parties, . its board of directors, stockholders or any other Person is necessary or required by the Credit Parties to execute this Amendment, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Credit Parties’ ' obligations hereunder and thereunder. This Amendment, and each of the documents executed and delivered in connection herewith and therewith, have been duly and validly executed by the Credit Parties (and the officer executing this Amendment and all such other documents is duly authorized to act and execute same on behalf of the Credit Parties) and constitute the valid and legally binding agreements of the Credit Parties, enforceable against the Credit Parties in accordance with their respective termsWI ins.