Common use of Authorization; Validity Clause in Contracts

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to request the borrowings and execute and deliver the Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and the Loan Documents to which it is a party. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene the respective articles/certificate of incorporation/organization, as applicable, or bylaws or operating agreement, as applicable, of any Borrower. All necessary and appropriate corporate or limited liability company action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the Loan Documents to which it is a party. This Agreement and each Loan Document to which it is a party are valid and binding agreements and contracts of each Borrower in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by any Borrower or any other Obligor of this Agreement or any other Loan Document to which it is a party or the consummation of the transactions contemplated herein and therein, except such as have been obtained or made and are in full force and effect.

Authorization; Validity. and Enforceability of this Agreement and the Loan Documents. Each Borrower has full right, the power and authority to enter into this Agreementexecute, to request the borrowings deliver and execute and deliver the Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The execution Each Borrower has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and delivery performance of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene the respective articles/certificate of incorporation/organization, as applicable, or bylaws or operating agreement, as applicable, of any Borrower. All necessary and appropriate corporate or limited liability company action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the other Loan Documents to which it is a party. This Agreement and each the other Loan Document Documents to which it is a party are have been duly executed and delivered by each Borrower, and constitute the legal, valid and binding agreements and contracts obligations of each Borrower such Borrower, enforceable against it in accordance with their respective terms, except to the extent that the as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors creditors' rights and generally, or by general equitable principles (regardless of whether enforcement is sought in equity or at law)principles. No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the Each Borrower's execution, delivery or delivery, and performance by any Borrower or any other Obligor of this Agreement or any and the other Loan Document Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of any Borrower or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to any Borrower or any of their respective Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the consummation limited liability company or limited partnership agreement of the transactions contemplated herein and therein, except such as have been obtained any Borrower or made and are in full force and effectany of their respective Subsidiaries.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to request the borrowings and execute and deliver the Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and the Loan Documents to which it is a party. The execution and delivery Enforceability of this Agreement and the Loan Documents will notDocuments. The Borrower has the requisite limited liability company power and authority to execute, nor will deliver, and perform this Agreement and the observance or performance of any of other Loan Documents, to incur the matters Obligations, and things herein or therein set forth, violate or contravene to grant the respective articles/certificate of incorporation/organization, as applicable, or bylaws or operating agreement, as applicable, of any BorrowerSecurity Interest. All The Borrower has taken all necessary and appropriate corporate or limited liability company action has been taken on the part (including, without limitation, obtaining any required approval of each Borrower its equity holders) to authorize the execution its execution, delivery, and delivery performance of this Agreement and the other Loan Documents Documents. No consent, approval, or authorization of, or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those listed on Schedule 6.1 hereto, those already duly obtained and except where the failure to which it is obtain such consent, approval, authorization or filing will not have a partyMaterial Adverse Effect. This Agreement has been, and each as of the Closing Date the other Loan Document to which it is a party are valid Documents will be duly executed and delivered by the Borrower, and constitute or will constitute the legal, valid, and binding agreements and contracts obligation of each the Borrower to the extent party thereto, enforceable against the Borrower in accordance with their respective termsterms without defense, except to setoff, or counterclaim. The Borrower's execution, delivery, and performance of this Agreement does not, and the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors rights Borrower's and by equitable principles (regardless of whether enforcement is sought in equity or at law). No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the its Subsidiaries' execution, delivery and performance of the other Loan Documents will not conflict with, or performance by constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of the Borrower or any other Obligor of Subsidiary (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any mortgage, lease, agreement, or instrument to which the Borrower or any other Loan Document to which it Subsidiary is a party or which is binding upon it, except where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect (b) any judgment, law, statute, rule or governmental regulation applicable to the consummation Borrower or any Subsidiary, except where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect or (c) Organizational Documents of the transactions contemplated herein and therein, except such as have been obtained Borrower or made and are in full force and effectany Subsidiary.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to request the borrowings and execute and deliver the Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and the Loan Documents to which it is a party. The execution and delivery Enforceability of this Agreement and the --------------------------------------------------------------------- Loan Documents will notDocuments. The Borrower has the corporate power and authority to execute, nor will -------------- deliver and perform this Agreement and the observance or performance other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower has taken all necessary corporate action (including without limitation, obtaining approval of any of the matters and things herein or therein set forth, violate or contravene the respective articles/certificate of incorporation/organization, as applicable, or bylaws or operating agreement, as applicable, of any Borrower. All necessary and appropriate corporate or limited liability company action has been taken on the part of each Borrower its stockholders if necessary) to authorize the execution its execution, delivery, and delivery performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and each the other Loan Document to which it is a party are Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding agreements and contracts obligations of each Borrower the Borrower, enforceable against it in accordance with their respective termsterms without defense, except to setoff or counterclaim. The Borrower's execution, delivery, and performance of this Agreement and the extent that the enforceability thereof may be limited by applicable bankruptcyother Loan Documents do not and will not conflict with, insolvency, reorganization, moratorium or other similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity constitute a violation or at law). No consent or authorization breach of, filing with or other act by constitute a default under, or result in respect the creation or imposition of any Governmental Authority or any other Person is required in connection with Lien upon the execution, delivery or performance by any property of the Borrower or any other Obligor of this Agreement its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or any other Loan Document instrument to which it the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the consummation Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws of the transactions contemplated herein and therein, except such as have been obtained Borrower or made and are in full force and effectany of its Subsidiaries.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to request the borrowings and execute and deliver the Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and the Loan Documents to which it is a party. The execution and delivery Enforceability of this Agreement and the Loan Documents will notDocuments. The Borrower has the corporate power and authority to execute, nor will deliver and perform this Agreement and the observance or performance other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower has taken all necessary corporate action (including without limitation, obtaining approval of any of the matters and things herein or therein set forth, violate or contravene the respective articles/certificate of incorporation/organization, as applicable, or bylaws or operating agreement, as applicable, of any Borrower. All necessary and appropriate corporate or limited liability company action has been taken on the part of each Borrower its stockholders if necessary) to authorize the execution its execution, delivery, and delivery performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and each Loan Document to which it is a party are valid and binding agreements and contracts of each Borrower in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)Documents. No consent consent, approval, or authorization of, or declaration or filing with or other act by or in respect with, any Governmental Authority, and no consent of any Governmental Authority or any other Person Person, is required in connection with the Borrower's execution, delivery and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. The Borrower's execution, delivery, and performance by of this Agreement and the other Loan Documents do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower or any other Obligor of this Agreement its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or any other Loan Document instrument to which it the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the consummation Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws of the transactions contemplated herein and therein, except such as have been obtained Borrower or made and are in full force and effectany of its Subsidiaries.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to request the borrowings and execute and deliver the Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and the Loan Documents to which it is a party. The execution and delivery Enforceability of this Agreement and the Loan Documents will notDocuments. Such Borrower has the corporate power and authority to execute, nor will deliver and perform this Agreement and the observance or performance of any of other Loan Documents, to incur the matters Obligations, and things herein or therein set forth, violate or contravene to grant to the respective articles/certificate of incorporation/organization, as applicable, or bylaws or operating agreement, as applicable, of any Agent Liens upon and security interests in the Collateral with respect to such Borrower. All Such Borrower has taken all necessary and appropriate corporate or limited liability company action has been taken on the part of each Borrower to authorize the execution its execution, delivery, and delivery performance of this Agreement and the other Loan Documents. No consent, approval, or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this Agreement and the other Loan Documents to which it is a party. This Agreement and each Loan Document to which it such Borrower is a party are has been duly executed and delivered by such Borrower, and constitutes the legal, valid and binding agreements and contracts obligation of each Borrower such Borrower, enforceable against it in accordance with their respective its terms, except to the extent that the enforceability thereof such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws generally affecting creditors creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)generally. No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the Such Borrower's execution, delivery or delivery, and performance by any Borrower or any other Obligor of this Agreement or any and the other Loan Document Documents do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of such Borrower by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which it such Borrower is a party or which is binding upon it, (b) any judgment, law, statute, rule or governmental regulation applicable to such Borrower, or (c) the consummation Certificate or Articles of the transactions contemplated herein and therein, except Incorporation or By-laws of such as have been obtained or made and are in full force and effectBorrower.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to request the borrowings and execute and deliver the Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and the Loan Documents to which it is a party. The execution and delivery Enforceability of this Agreement and the Loan Documents will notDocuments. Each Borrower has the corporate power and authority to execute, nor will deliver and perform this Agreement and the observance or performance of any of other Loan Documents, to incur the matters Obligations, and things herein or therein set forth, violate or contravene to grant to the respective articles/certificate of incorporation/organizationAgent Liens upon and security interests in the Collateral, as applicable. Each Borrower has taken all necessary corporate action (including without limitation, or bylaws or operating agreement, as applicable, obtaining approval of any Borrower. All necessary and appropriate corporate or limited liability company action has been taken on the part of each Borrower its stockholders if necessary) to authorize the execution its execution, delivery, and delivery performance of this Agreement and the other Loan Documents to which it Documents. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is a partyrequired in connection with any Borrower's execution, delivery and performance of this Agreement and the other Loan Documents, except for those already duly obtained, including the consents listed on Schedule 8.1. This Agreement and each the other Loan Document to which it is a party are Documents have been duly executed and delivered by the Borrowers and constitute the legal, valid and binding agreements and contracts obligations of each the Borrowers enforceable against the Borrower in accordance with their respective termsterms without defense, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium setoff or other similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)counterclaim. No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the The Borrowers' execution, delivery or delivery, and performance by any Borrower or any other Obligor of this Agreement or any and the other Loan Document Documents do not and will not (x) conflict with, or constitute a violation or breach of, or constitute a default under, or (y) result in the creation or imposition of any Lien upon the property of any such Person by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which it any such Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to any such Borrower, or (c) the consummation certificate or articles of the transactions contemplated herein and thereinincorporation or by-laws of any such Borrower; provided, except such however, that as have been obtained or made and are to matters described in full force and effectclause (x) this representation shall only be applicable with respect to obligations aggregating in excess of $100,000.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to request the borrowings and execute and deliver the Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and the Loan Documents to which it is a party. The execution and delivery Enforceability of this Agreement and the Loan Documents will notDocuments. The Borrower has the corporate power and authority to execute, nor will deliver and perform this Agreement and the observance or performance other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower has taken all necessary corporate action (including without limitation, obtaining approval of any of the matters and things herein or therein set forth, violate or contravene the respective articles/certificate of incorporation/organization, as applicable, or bylaws or operating agreement, as applicable, of any Borrower. All necessary and appropriate corporate or limited liability company action has been taken on the part of each Borrower its stockholders if necessary) to authorize the execution its execution, delivery, and delivery performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and each Loan Document to which it is a party are valid and binding agreements and contracts of each Borrower in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)Documents. No consent consent, approval, or authorization of, or declaration or filing with or other act by or in respect with, any Governmental Authority, and no consent of any Governmental Authority or any other Person Person, is required in connection with the Borrower's execution, delivery and performance of this Agreement and the other Loan Documents, except for the Confirmation Order and those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. The Borrower's execution, delivery, and performance by of this Agreement and the other Loan Documents do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower or any other Obligor of this Agreement its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or any other Loan Document instrument to which it the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the consummation Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws of the transactions contemplated herein and therein, except such as have been obtained Borrower or made and are in full force and effectany of its Subsidiaries.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to request the borrowings and execute and deliver the Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and the Loan Documents to which it is a party. The execution and delivery Enforceability of this Agreement and the Loan Documents will notDocuments. Borrower has the corporate power and authority to execute, nor will deliver and perform this Agreement and other Loan Documents, to incur the observance or performance of any of Obligations, and to grant to Agent Liens upon and security interests in the matters and things herein or therein set forth, violate or contravene the respective articles/certificate of incorporation/organization, as applicable, or bylaws or operating agreement, as applicable, of any BorrowerCollateral. All Borrower has taken all necessary and appropriate corporate or limited liability company action has been taken on the part of each Borrower to authorize the execution its execution, delivery, and delivery performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and each Loan Document to which it is a party are valid and binding agreements and contracts of each Borrower in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)Documents. No consent consent, approval, or authorization of, or declaration or filing with or other act by or in respect with, any Public Authority, and no consent of any Governmental Authority or any other Person Person, is required in connection with the Borrower's execution, delivery delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this Agreement and the other Loan Documents has been duly executed and delivered by Borrower, and constitutes the legal, valid and binding obligation of Borrower, enforce able against it in accordance with its terms. Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents do not and will not conflict with, or performance by constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of Borrower or any other Obligor of this Agreement its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which Borrower or any other Loan Document to which it of its Subsidiaries is a party or which is binding upon it, (b) any judgment, law, statute, rule or governmental regulation applicable to Borrower or any of its Subsidiaries, or (c) the consummation Certificate or Articles of the transactions contemplated herein and therein, except such as have been obtained Incorporation or made and are in full force and effectBy-laws of Borrower or any of its Subsidiaries.