Common use of Due Authorization, Execution and Delivery Clause in Contracts

Due Authorization, Execution and Delivery. (a) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, the Company has full corporate power and authority to enter into and perform this Agreement and any documents or instruments to be entered into as contemplated or required by this Agreement (collectively, the "ANCILLARY DOCUMENTS") and to which the Company is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, the Company will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents to which the Company is a party constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity). (b) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, Transferor has full power and authority to enter into and perform this Agreement and any Ancillary Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, Transferor will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents to which Transferor is a party constitutes the legal, valid and binding obligation of such Transferor, enforceable against it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity).

Due Authorization, Execution and Delivery. (a) Subject to the issuance Each of the Final Orders Company and any required compliance with the HSR Act, the Company Guarantors has full all requisite corporate or limited liability company power and authority to enter into execute, deliver and perform its obligations under this Agreement Agreement, the Supplemental Indenture, the Registration Rights Agreement, the Notes and any documents or instruments to be entered into as contemplated or required by this Agreement the Guarantees (collectively, the "ANCILLARY DOCUMENTS"“Transaction Documents”) and to which perform its obligations under the Base Indenture. This Agreement has been duly authorized, executed and delivered by the Company is a party, and to carry out the transactions contemplated hereby and thereby. Prior to Guarantors; the Closing, Base Indenture has been duly authorized by the Company will have taken all requisite action to approve and the Guarantors and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of this remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (collectively, “Enforceability Exceptions”)); the Registration Rights Agreement has been duly authorized by the Company and each Guarantor and, assuming the Ancillary Documents to which it is a party due authorization, execution and the transactions contemplated hereby and thereby. This Agreement and delivery by each of the Ancillary Documents to which Initial Purchasers, when executed and delivered by the Company is and each Guarantor, the Registration Rights Agreement will constitute a party legal, valid and binding instrument enforceable against the Company and each Guarantor in accordance with its terms (subject to the Enforceability Exceptions); the Supplemental Indenture has been duly authorized by the Company and the Guarantors and, assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Company, the Supplemental Indenture will constitute a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject to the Enforceability Exceptions); and the Notes and the Guarantees have been duly authorized, and, when the Notes are issued and authenticated in accordance with the provisions of the Indenture and the Securities are delivered to and paid for by the Initial Purchasers, the Securities will constitute the legal, valid and binding obligation obligations of the CompanyCompany and each Guarantor, enforceable against it in accordance with its termsas applicable, except as may be limited by entitled to the availability benefits of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally the Indenture (whether such rights are considered at law or in equitysubject to the Enforceability Exceptions). (b) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, Transferor has full power and authority to enter into and perform this Agreement and any Ancillary Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, Transferor will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents to which Transferor is a party constitutes the legal, valid and binding obligation of such Transferor, enforceable against it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity).

Due Authorization, Execution and Delivery. (a) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, the Company has full corporate power and authority to enter into and perform this Agreement and any documents or instruments to be entered into as contemplated or required by this Agreement (collectively, the "ANCILLARY DOCUMENTS") and to which the Company is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, the Company will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents to which the Company is a party constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity). (b) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, Transferor each Seller has full power and authority to enter into and perform this Agreement and any Ancillary Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, Transferor each Seller will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents to which Transferor is a party constitutes the legal, valid and binding obligation of such Transferor, enforceable against it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity).Agreement

Due Authorization, Execution and Delivery. (a) Subject to Grantor represents and warrants that the issuance execution of the Final Orders Loan Documents and the Unsecured Indemnity Agreement have been duly authorized and there is no provision in the organizational documents of Grantor requiring further consent for such action by any required compliance with other entity or person. (b) Grantor represents and warrants that it is duly formed, validly existing and is in good standing under the HSR Actlaws of the state of its formation and in the Commonwealth of Virginia, the Company that it has full corporate power and authority all necessary licenses, authorizations, registrations, permits and/or approvals to enter into and perform this Agreement and any documents or instruments to be entered into as contemplated or required by this Agreement (collectively, the "ANCILLARY DOCUMENTS") and to which the Company is a party, own its properties and to carry out on its business as presently conducted. (c) Grantor represents and warrants that the transactions contemplated hereby execution, delivery and thereby. Prior to performance of the ClosingLoan Documents will not result in Grantor's being in default under any provision of its organizational documents or of any deed of trust, the Company will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents mortgage, lease, credit or other agreement to which it is a party or which affects it or the Property. (d) Grantor represents and warrants that the Loan Documents and the transactions contemplated hereby Unsecured Indemnity Agreement have been duly authorized, executed and thereby. This Agreement delivered by Grantor and each of the Ancillary Documents to which the Company is a party constitute the legal, valid and binding obligation obligations of the Company, Grantor which are enforceable against it in accordance with its their terms, except as may be limited by . Grantor represents and warrants that each individual executing the availability Loan Documents on behalf of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity)Grantor has the legal capacity and authority to execute the Loan Documents. (be) Subject to The limited partnership interests evidenced by the issuance Grantor's organizational documents have been issued in accordance with all applicable federal and state securities laws, or authorized exemptions from such securities laws, including, but not limited to, the Securities Act of 1933, as amended, the Final Orders Securities and Exchange Act of 1934. The limited partnership interests of Grantor have not been issued in violation of any required compliance with the HSR Actfederal, Transferor has full power and authority to enter into and perform this Agreement and any Ancillary Documents to which it is a partystate or local securities law, and to carry out the transactions contemplated hereby extent that these securities have been issued in reliance on exemptions from such federal or state securities law, all necessary steps have been taken to qualify for such exemptions. The limited partners of Grantor have been properly notified of all applicable securities laws and therebyrelated restrictions on their ability to transfer, sell or otherwise dispose of their partnership interests in Grantor. Prior The name of Beneficiary is not and will not be in any of the offering materials provided or to be provided to any person, including, but not limited to, any of the limited partners of Grantor, nor has there been any representation, whether written, oral or otherwise, that Beneficiary in any way has participated or endorsed the offering of the partnership interests in Grantor. (f) Without the prior written consent of Beneficiary, to be exercised * in Beneficiary's sole and absolute discretion, other than the Permitted Exceptions, Grantor shall not create, place or allow to remain any lien or encumbrance on the Property, including deeds of trust, mortgages, security interests, conditional sales, mechanic liens, tax liens or assessment liens regardless of whether or not they are subordinate to the Closinglien created by this Deed of TRUST (collectively, Transferor will have taken all requisite action to approve "LIENS AND ENCUMBRANCES"). If any Liens and Encumbrances are recorded against the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each Property or any part of the Ancillary Documents to which Transferor is Property, Grantor shall obtain a party constitutes the legal, valid discharge and binding obligation release of such Transferor, enforceable against it in accordance with its terms, except as may be limited by the availability any Liens and Encumbrances within fifteen (15) days after receipt of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity)notice of their existence.

Due Authorization, Execution and Delivery. (a) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, the The Company has full all requisite corporate right, power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Warrant Agreement and any documents or instruments to be entered into as contemplated or required by this Agreement the Indenture (collectivelythe Registration Rights Agreement, the Warrant Agreement and the Indenture referred to collectively as the "ANCILLARY DOCUMENTS") and to which the Company is a partyRelated Agreements), and to carry out consummate the transactions contemplated hereby and thereby. Prior , including without limitation the issuance of the Bridge Securities, the issuance of the Series C Preferred Stock pursuant to the ClosingExchange and the issuance of Common Stock or Non-Voting Stock upon conversion of the Series C Preferred Stock and exercise of the Warrants, and the Company will have taken all requisite action to approve exercise by the execution Purchasers of their rights hereunder and thereunder. The execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party Related Agreements and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by the Board of Directors of the Company and no further corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of such agreements or the consummation by the Company of the transactions contemplated hereby or thereby, including without limitation the issuance of the Bridge Securities, the Series C Preferred Stock pursuant to the Exchange, and the Common Stock or Non-Voting Stock upon conversion of the Series C Preferred Stock and exercise of the Warrants, and the exercise by the Purchasers of their rights hereunder and thereunder. This Agreement constitutes, and each the Related Agreements will constitute as of the Ancillary Documents to which the Company is a party constitute Closing Date, the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its their respective terms, except as that such enforcement may be limited by the availability of equitable remedies or by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws affecting creditors' rights generally (whether such rights are considered at law or in equity). (b) Subject rights, and the remedies of specific performance and injunctive relief may be subject to equitable defenses and to the issuance discretion of the Final Orders and court before which any required compliance with the HSR Act, Transferor has full power and authority to enter into and perform this Agreement and any Ancillary Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, Transferor will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents to which Transferor is a party constitutes the legal, valid and binding obligation of such Transferor, enforceable against it in accordance with its terms, except as proceeding therefor may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity)brought.