Common use of Due Authorization; No Legal Restrictions Clause in Contracts

Due Authorization; No Legal Restrictions. The execution, delivery and performance by Borrower of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate action of Borrower, (b) will not conflict with or result in a breach of, nor constitute a default (or which would reasonably be expected to, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any Applicable Law or other applicable rule, regulation or ordinance or Borrower’s Governing Documents or any indenture, mortgage, loan or credit agreement, instrument or other document to which Borrower may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, where such conflict, breach or default would have a material adverse effect on Borrower’s ability to perform its obligations under this Agreement or any other Loan Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Receivables (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Agent and Lenders, and (d) do not require the consent, approval or authorization of any Governmental Authority or any other Person which has not been obtained.

Due Authorization; No Legal Restrictions. The execution, execution and delivery and performance by Borrower the Obligors of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or limited liability company action of Borrowereach Obligor, (b) will not conflict with or result in a breach of, nor or constitute a default (or which would are not reasonably be expected tolikely, upon the passage of time or the giving of notice or both, both to constitute a default) under, any of the terms, conditions or provisions of any Applicable Law Law, (c) will not conflict with or other applicable ruleresult in a breach of, regulation or ordinance constitute a default (or Borrowerare not reasonably likely, upon the passage of time or the giving of notice or both to constitute a default) under, any of the terms, conditions or provisions of any Obligor’s Governing Documents or any lease, indenture, mortgage, loan or credit agreement, agreement or instrument or other document to which Borrower any Obligor is a party or by which any of them may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, where such conflict, breach or default would have a material adverse effect on Borrower’s ability to perform its obligations under this Agreement or any other Loan Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Receivables (cd) will not result in the creation or imposition of any lien, charge or encumbrance Lien of any nature whatsoever upon any of the property or assets of Borrower any Obligor under the terms or provisions of any such agreement or instrument, except liens Liens in favor of Agent and LendersBank, and (de) do not require any consent or approval of the consentstockholders, approval members or authorization owners of any Governmental Authority Obligor or any other Person Person, except such consents and approvals which has not have been obtainedproperly obtained and are in full force and effect.

Due Authorization; No Legal Restrictions. The execution, execution and delivery and performance by Borrower the Obligors of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate action of Borrower, (b) will not conflict with or result in a breach of, nor or constitute a default (or which would are not reasonably be expected tolikely, upon the passage of time or the giving of notice or both, both to constitute a default) under, any of the terms, conditions or provisions of any Applicable Law or other applicable rule, regulation or ordinance or Borrowerany Obligor’s Governing Documents or any lease, indenture, mortgage, loan or credit agreement, agreement or instrument or other document to which Borrower any Obligor is a party or by which any of them may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, where such conflict, breach or default would have a material adverse effect on Borrower’s ability to perform its obligations under this Agreement or any other Loan Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Receivables (c) will not result in the creation or imposition of any lien, charge or encumbrance Lien of any nature whatsoever upon any of the property or assets of Borrower any Obligor under the terms or provisions of any such agreement or instrument, except liens Liens in favor of Agent and LendersBank, and (d) do not require any consent or approval of the consent, approval or authorization stockholders of any Governmental Authority Obligor or any other Person Person, except such consents and approvals which has not have been obtainedproperly obtained and are in full force and effect.

Due Authorization; No Legal Restrictions. The execution, execution and ---------------------------------------- delivery and performance by Borrower the Obligors of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate action of Borrowereach of the Obligors, (b) will not conflict with or result in a breach of, nor or constitute a default (or which would are not reasonably be expected tolikely, upon the passage of time or the giving of notice or both, both to constitute a default) under, any of the terms, conditions or provisions of any Applicable Law or other applicable rule, regulation or ordinance or Borrower’s any Obligor's Governing Documents or any lease, indenture, mortgage, loan or credit agreement, agreement or instrument or other document to which Borrower any Obligor is a party or by which any of them may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, where such conflict, breach or default would have a material adverse effect on Borrower’s ability to perform its obligations under this Agreement or any other Loan Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Receivables (c) will not result in the creation or imposition of any lien, charge or encumbrance Lien of any nature whatsoever upon any of the property or assets of Borrower any Obligor under the terms or provisions of any such agreement or instrument, except liens Liens in favor of Agent and LendersBank, and (d) do not require any consent or approval of the consent, approval or authorization stockholders of any Governmental Authority Obligor or any other Person Person, except such consents and approvals which has not have been obtainedproperly obtained and are in full force and effect.

Due Authorization; No Legal Restrictions. The execution, execution and delivery and performance by Borrower the Obligors of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate action of Borrower, (b) will not conflict with or result in a breach of, nor or constitute a default (or which would are not reasonably be expected tolikely, upon the passage of time or the giving of notice or both, both to constitute a default) under, any of the terms, conditions or provisions of any Applicable Law or other applicable rule, regulation or ordinance or Borrowerany Obligor’s Governing Documents or any lease, indenture, mortgage, loan or credit agreement, agreement or instrument or other document to which Borrower any Obligor is a party or by which any of them may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, where such conflict, breach or default would have a material adverse effect on Borrower’s ability to perform its obligations under this Agreement or any other Loan Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Receivables (c) will not result in the creation or imposition of any lien, charge or encumbrance Lien of any nature whatsoever upon any of the property or assets of Borrower any Obligor under the terms or provisions of any such agreement or instrument, except liens Liens in favor of Agent and Lendersthe Collateral Agent, and (d) do not require any consent or approval of the consent, approval or authorization stockholders of any Governmental Authority Obligor or any other Person Person, except such consents and approvals which has not have been obtainedproperly obtained and are in full force and effect.