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

Due Authorization; No Legal Restrictions. The execution and delivery by --- ---------------------------------------- Borrowers 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 each Borrower, (b) will not conflict with or result in a breach of, or constitute a default (or might, 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 statute, law, rule, regulation or ordinance or any Borrower=s Certificate or Articles of Incorporation, By-Laws or other governing agreements, or any indenture, mortgage, loan or credit agreement or instrument to which a Borrower is a party or by which it 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, and (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 any Borrower under the terms or provisions of any such agreement or instrument.

Due Authorization; No Legal Restrictions. The execution and delivery by --- ---------------------------------------- Borrowers each Obligor 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 and limited liability company action, as applicable, of each BorrowerObligor, (b) will not conflict with or result in · - - a breach of, or constitute a default (or might, 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 statute, law, rule, regulation or ordinance ordinance, or any Borrower=s Certificate Obligor's certificate or Articles articles of Incorporationincorporation, Byby-Laws laws, certificate of formation or other governing agreementsorganization, operating agreement or any indenture, mortgage, loan or loan, credit agreement or other document or instrument to which a Borrower any Obligor is a party or by which it any Obligor 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, and (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 any Borrower Obligor under the terms or provisions of any such agreement or instrument, except liens in favor of Agent, for the benefit of Lenders.

Due Authorization; No Legal Restrictions. The execution and delivery by --- ---------------------------------------- Borrowers 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 member (as the case may be) action of each Borrower, (b) will not conflict with or result in a breach of, or constitute a default (or might, 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 statute, law, rule, regulation or ordinance or any Borrower=s 's Certificate or Articles of Incorporation, By-Laws or other governing agreements, Operating Agreement or any lease, indenture, mortgage, loan or credit agreement or instrument to which a any Borrower is a party or by which it 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, and (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 any Borrower under the terms or provisions of any such agreement or instrument, and (d) does not require any consent or approval of the stockholders or members of any Borrower, or any other Person except such consents or approvals as have been obtained.

Due Authorization; No Legal Restrictions. The execution and delivery by --- ---------------------------------------- Borrowers Borrower and Guarantors 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 and each BorrowerGuarantor, (b) will not conflict with or result in a breach of, or constitute a default (or might, 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 statute, law, rule, regulation or ordinance or Borrower's or any Borrower=s Guarantor's Certificate or Articles of Incorporation, Incorporation or By-Laws or other governing agreementsany lease, or any indenture, mortgage, loan or credit agreement or instrument to which a Borrower or any Guarantor is a party or by which it 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, and (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 or any Borrower Guarantor under the terms or provisions of any such agreement or instrument, except Liens in favor of Agent, and (d) do not require any consent or approval of the stockholders of Borrower or any Guarantor or any other Person.