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 Company and the Guarantors of this Agreement and the Transaction Documents, and the performance by Company and the Guarantors of all of their Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company and the Guarantors and their board of managers pursuant to all applicable Laws and no other action or Consent on the part of Company and the Guarantors, their board of managers, members or any other Person is necessary or required by the Company or the Guarantors to execute this Agreement and the Transaction Documents, consummate the transactions contemplated herein and therein, perform all of Company’s or the Guarantors’ Obligations hereunder and thereunder, or to issue the Securities. This Agreement and each of the Transaction Documents have been duly and validly executed by Company and the Guarantors (and the officer executing this Agreement and all such other Transaction Documents is duly authorized to act and execute same on behalf of Company and the Guarantors) and constitute the valid and legally binding agreements of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by Company the Borrower and the Guarantors of this Agreement Amendment, the Second Replacement Debentures, and the Transaction Documentsall other documents executed and delivered in connection herewith and therewith, and the performance by Company Borrower and the Guarantors of all of their respective Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrower and the Guarantors and their respective board of managers directors, managers, members, or other governing board or committee pursuant to all applicable Laws laws and no other corporate action or Consent consent on the part of Company and the Borrower, the Guarantors, their board of directors, members, managers, members stockholders, or any other Person is necessary or required by the Company or the Borrower and Guarantors to execute this Agreement Amendment, the Second Replacement Debentures, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and or therein, or perform all of Companythe Borrower’s or the and Guarantors’ Obligations obligations hereunder and or thereunder, or to issue the Securities. This Agreement Amendment, the Second Replacement Debentures, and each of the Transaction Documents documents executed and delivered in connection herewith and therewith have been duly and validly executed by Company the Borrower and the Guarantors (and the officer executing this Agreement Amendment and all such other Transaction Documents documents for each Borrower and Guarantors is duly authorized to act and execute same on behalf of Company each Borrower and the Guarantors) and constitute the valid and legally binding agreements of the Company Borrower and the Guarantors, enforceable against the Company Borrower and the Guarantors in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Company and the Guarantors Guarantor of this Agreement Amendment and the Transaction Documentsdocuments executed and delivered in connection therewith, and the performance by Company and the Guarantors Guarantor of all of their respective Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company and the Guarantors Company, by Guarantor and their board respective boards of managers directors pursuant to all applicable Laws and other than the corporate action or resolutions delivered by each of the Company and Guarantor in connection with this Amendment, no other corporate action or Consent on the part of Company and the GuarantorsCompany, Guarantor, their board respective boards of managersdirectors, members stockholders or any other Person is necessary or required by the Company or the Guarantors to execute this Agreement Amendment and the Transaction Documentsdocuments executed and delivered in connection herewith, to consummate the transactions contemplated herein and therein, or perform all of the Company’s or the Guarantors’ and Guarantor’s Obligations hereunder and thereunder, or to issue the Securities. This Agreement Amendment and each of the Transaction Documents documents executed and delivered in connection herewith have been duly and validly executed by the Company and the Guarantors Guarantor (and the officer executing this Agreement and all such other Transaction Documents documents is duly authorized to act and execute same on behalf of the Company and the GuarantorsGuarantor) and constitute the valid and legally binding agreements of the Company and the GuarantorsGuarantor, enforceable against the Company and the Guarantors Guarantor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by Company the Borrower and the Corporate Guarantors of this Agreement Amendment, the Third Replacement Notes, and the Transaction Documentsall other documents executed and delivered in connection herewith and therewith, and the performance by Company Borrower and the Corporate Guarantors of all of their respective Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrower and the Corporate Guarantors and their respective board of managers directors pursuant to all applicable Laws laws and no other corporate action or Consent consent on the part of Company and the Borrower, the Corporate Guarantors, their board of managersdirectors, members stockholders or any other Person is necessary or required by the Company or the Borrower and Corporate Guarantors to execute this Agreement Amendment, the Third Replacement Notes, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and or therein, or perform all of Company’s or the Borrower's and Corporate Guarantors’ ' Obligations hereunder and or thereunder, or to issue the Securities. This Agreement Amendment, the Third Replacement Notes, and each of the Transaction Documents documents executed and delivered in connection herewith and therewith have been duly and validly executed by Company the Borrower and the Corporate Guarantors (and the officer executing this Agreement Amendment and all such other Transaction Documents documents for each Borrower and Corporate Guarantors is duly authorized to act and execute same on behalf of Company each Borrower and the Corporate Guarantors) and constitute the valid and legally binding agreements of the Company Borrower and the Corporate Guarantors, enforceable against the Company Borrower and the Corporate Guarantors in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by Company the Borrower and the Corporate Guarantors of this Agreement Amendment, the First Replacement Notes, and the Transaction Documentsall other documents executed and delivered in connection herewith and therewith, and the performance by Company Borrower and the Corporate Guarantors of all of their Obligations respective obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrower and the Corporate Guarantors and their respective board of managers directors, managers, shareholders, members or any other Person pursuant to all applicable Laws laws, and no other action or Consent consent on the part of Company and the Borrower, the Corporate Guarantors, their board of directors, stockholders, managers, members members, or any other Person is necessary or required by the Company or the Borrower and Corporate Guarantors to execute this Agreement Amendment, the First Replacement Notes, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and or therein, or perform all of Companythe Borrower’s or the and Corporate Guarantors’ Obligations obligations hereunder and or thereunder, or to issue the Securities. This Agreement Amendment, the First Replacement Notes, and each of the Transaction Documents documents executed and delivered in connection herewith and therewith have been duly and validly executed by Company the Borrower and the Corporate Guarantors (and the officer officer, manager, member, or other Person executing this Agreement Amendment and all such other Transaction Documents documents for each Borrower and Corporate Guarantor is duly authorized to act and execute same on behalf of Company each Borrower and the GuarantorsCorporate Guarantor) and constitute the valid and legally binding agreements of the Company Borrower and the Corporate Guarantors, enforceable against the Company Borrower and the Corporate Guarantors in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Company and the Guarantors Guarantor of this Agreement Amendment, the Amended and the Transaction DocumentsRestated Debenture, and all other documents executed and delivered in connection therewith, and the performance by Company and the Guarantors Guarantor of all of their respective Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company and the Guarantors Company, by Guarantor and their board respective boards of managers directors pursuant to all applicable Laws and other than the corporate action or resolutions delivered by each of the Company and Guarantor in connection with this Amendment, no other corporate action or Consent on the part of Company and the GuarantorsCompany, Guarantor, their board respective boards of managersdirectors, members stockholders or any other Person is necessary or required by the Company or the Guarantors to execute this Agreement Amendment, the Amended and Restated Debenture, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Company’s or the Guarantors’ and Guarantor’s Obligations hereunder and thereunder, or to issue the Securities. This Agreement Amendment, the Amended and Restated Debenture and each of the Transaction Documents documents executed and delivered in connection herewith and therewith have been duly and validly executed by the Company and the Guarantors Guarantor (and the officer executing this Agreement and all such other Transaction Documents documents is duly authorized to act and execute same on behalf of the Company and the GuarantorsGuarantor) and constitute the valid and legally binding agreements of the Company and the GuarantorsGuarantor, enforceable against the Company and the Guarantors Guarantor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by Company the Borrower and the Corporate Guarantors of this Agreement Agreement, the Second Replacement Note, and the Transaction Documentsall other documents executed and delivered in connection herewith and therewith, and the performance by Company Borrower and the Corporate Guarantors of all of their Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrower and the Corporate Guarantors and their respective board of managers directors pursuant to all applicable Laws laws and no other corporate action or Consent consent on the part of Company and the Borrower or the Corporate Guarantors, or their respective board of managersdirectors, members stockholders, or any other Person is necessary or required by the Company Borrower or the Corporate Guarantors to execute this Agreement or the Second Replacement Note, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and or therein, or perform all of Companythe Borrower’s or and the Corporate Guarantors’ Obligations obligations hereunder and or thereunder, or to issue the Securities. This Agreement Agreement, and each of the Transaction Documents documents executed and delivered in connection herewith have been duly and validly executed by Company the Borrower and the Corporate Guarantors (and the officer officers executing this Agreement and all such other Transaction Documents is documents for each of the Borrower and the Corporate Guarantors are duly authorized to act and execute same on behalf of Company Borrower and the Corporate Guarantors) and constitute the valid and legally binding agreements of each of the Company Borrower and the Corporate Guarantors, enforceable against each of the Company Borrower and the Corporate Guarantors in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by Company the Borrower and the Guarantors each Corporate Guarantor of this Agreement Agreement, and the Transaction Documentsall other documents executed and delivered in connection herewith, and the performance by Company Borrower and the Guarantors each Corporate Guarantor of all of their respective Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrower and the Guarantors each Corporate Guarantor and their board of managers directors pursuant to all applicable Laws laws, and no other corporate action or Consent consent on the part of Company and the GuarantorsBorrower or any Corporate Guarantor, their board of managersdirectors, members stockholders or any other Person is necessary or required by the Company Borrower or the Guarantors any Corporate Guarantor to execute this Agreement Agreement, and the Transaction Documentsdocuments executed and delivered in connection herewith, to consummate the transactions contemplated herein and therein, or perform all of Companythe Borrower’s or the Guarantors’ and Corporate Guarantor’s Obligations hereunder and thereunder, or to issue the Securities. This Agreement Agreement, and each of the Transaction Documents documents executed and delivered in connection herewith, have been duly and validly executed by Company the Borrower and the Guarantors each Corporate Guarantor (and the officer executing this Agreement and all such other Transaction Documents documents for Borrower and each Corporate Guarantor is duly authorized to act and execute same on behalf of Company Borrower and the Guarantorseach Corporate Guarantor) and constitute the valid and legally binding agreements of the Company Borrower and the Guarantorseach Corporate Guarantor, enforceable against the Company Borrower and the Guarantors each Corporate Guarantor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by Company the Borrower and the Corporate Guarantors of this Agreement Amendment, the Replacement Debentures, and the Transaction Documentsall other documents executed and delivered in connection herewith and therewith, and the performance by Company Borrower and the Corporate Guarantors of all of their respective Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrower and the Corporate Guarantors and their respective board of managers directors pursuant to all applicable Laws laws and no other corporate action or Consent consent on the part of Company and the Borrower, the Corporate Guarantors, their board of managersdirectors, members stockholders or any other Person is necessary or required by the Company or the Borrower and Corporate Guarantors to execute this Agreement Amendment, the Replacement Debentures, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and or therein, or perform all of Companythe Borrower’s or the and Corporate Guarantors’ Obligations hereunder and or thereunder, or to issue the Securities. This Agreement Amendment, the Replacement Debentures, and each of the Transaction Documents documents executed and delivered in connection herewith and therewith have been duly and validly executed by Company the Borrower and the Corporate Guarantors (and the officer executing this Agreement Amendment and all such other Transaction Documents documents for each Borrower and Corporate Guarantor is duly authorized to act and execute same on behalf of Company each Borrower and the GuarantorsCorporate Guarantor) and constitute the valid and legally binding agreements of the Company Borrower and the Corporate Guarantors, enforceable against the Company Borrower and the Corporate Guarantors in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by Company and the Guarantors Borrower of this Agreement Amendment, the Replacement Revolving Note, and the Transaction Documentsall other documents executed and delivered in connection herewith and therewith, and the performance by Company and the Guarantors Borrower of all of their its Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrower and the Guarantors and their its board of managers directors pursuant to all applicable Laws laws and other than the corporate action or resolutions delivered by the Borrower in connection with this Amendment, no other corporate action or Consent consent on the part of Company and the GuarantorsBorrower, their its board of managersdirectors, members stockholders or any other Person is necessary or required by the Company or the Guarantors Borrower to execute this Agreement Amendment, the Replacement Revolving Note, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of Companythe Borrower’s or the Guarantors’ Obligations hereunder and thereunder, or to issue the Securities. This Agreement Amendment, the Replacement Revolving Note and each of the Transaction Documents documents executed and delivered in connection herewith and therewith have been duly and validly executed by Company and the Guarantors Borrower (and the officer executing this Agreement Amendment and all such other Transaction Documents documents for Borrower is duly authorized to act and execute same on behalf of Company and the GuarantorsBorrower) and constitute the valid and legally binding agreements of the Company and the GuarantorsBorrower, enforceable against the Company and the Guarantors Borrower in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by Company the Borrower and the Guarantors each Corporate Guarantor of this Agreement Agreement, the Second Replacement Note, the Pledge Agreement, and the Transaction Documentsall other documents executed and delivered in connection herewith and therewith, and the performance by Company Borrower and the Guarantors each Corporate Guarantor of all of their respective Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrower and the Guarantors each Corporate Guarantor and their board of managers directors pursuant to all applicable Laws laws, and no other corporate action or Consent consent on the part of Company and the GuarantorsBorrower or any Corporate Guarantor, their board of managersdirectors, members stockholders or any other Person is necessary or required by the Company Borrower or the Guarantors any Corporate Guarantor to execute this Agreement Agreement, the Second Replacement Note, the Pledge Agreement, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of Companythe Borrower’s or the Guarantors’ and Corporate Guarantor’s Obligations hereunder and thereunder, or to issue the Securities. This Agreement Agreement, the Second Replacement Note, the Pledge Agreement, and each of the Transaction Documents documents executed and delivered in connection herewith and therewith, have been duly and validly executed by Company the Borrower and the Guarantors each Corporate Guarantor (and the officer executing this Agreement and all such other Transaction Documents documents for Borrower and each Corporate Guarantor is duly authorized to act and execute same on behalf of Company Borrower and the Guarantorseach Corporate Guarantor) and constitute the valid and legally binding agreements of the Company Borrower and the Guarantorseach Corporate Guarantor, enforceable against the Company Borrower and the Guarantors each Corporate Guarantor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by Company the Borrower and the Corporate Guarantors of this Agreement Amendment, the Second Replacement Debenture B, and the Transaction Documentsall other documents executed and delivered in connection herewith and therewith, and the performance by Company Borrower and the Corporate Guarantors of all of their respective Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrower and the Corporate Guarantors and their respective board of managers directors pursuant to all applicable Laws laws and no other corporate action or Consent consent on the part of Company and the Borrower, the Corporate Guarantors, their board of managersdirectors, members stockholders or any other Person is necessary or required by the Company or the Borrower and Corporate Guarantors to execute this Agreement Amendment, the Second Replacement Debenture B, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and or therein, or perform all of Companythe Borrower’s or the and Corporate Guarantors’ Obligations hereunder and or thereunder, or to issue the Securities. This Agreement Amendment, the Second Replacement Debenture B, and each of the Transaction Documents documents executed and delivered in connection herewith and therewith have been duly and validly executed by Company the Borrower and the Corporate Guarantors (and the officer executing this Agreement Amendment and all such other Transaction Documents documents for each Borrower and Corporate Guarantor is duly authorized to act and execute same on behalf of Company each Borrower and the GuarantorsCorporate Guarantor) and constitute the valid and legally binding agreements of the Company Borrower and the Corporate Guarantors, enforceable against the Company Borrower and the Corporate Guarantors in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.