Common use of Authorization and Validity Clause in Contracts

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Notes, and each promissory noteother document, contract, contract and instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Line of Credit Note, and each promissory noteother document, contract, contract and instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, guarantee, security agreement, pledge agreement, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party (other than Bank) which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank Lender in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Note, and each promissory noteother document, contract, contract and instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms. SECTION 2.3.

Authorization and Validity. This Agreement Agreement, the Notes, and each promissory noteother document, contract, contract and instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of each Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party (other than Bank) which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the sameBorrower, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Notes, and each promissory noteother document, contract, contract and instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the sameSmart(Europe), as applicable, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof (and assuming due authorization and execution by the Bank) will constitute legal, valid and binding agreements and obligations of Borrower or the each other party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Notes, and each promissory noteother document, contract, contract and instrument and other document required hereby by or at any time hereafter delivered to Bank in connection herewith with this Agreement (collectively, with all of the foregoing referred to herein collectively as the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith the Term Note (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery by Borrower in accordance with the provisions hereof hereof, assuming, in the case of this Agreement, due execution and delivery by Bank, will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the sameBorrower, enforceable against Borrower in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof (and assuming due authorization and execution by the Bank) will constitute legal, valid and binding agreements and obligations of Borrower or the each other party which executes the same, enforceable in accordance with their respective terms. SECTION 2.3.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, as applicable, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Notes, and each promissory noteother document, contract, contract and instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in 4 accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower Borrower, the Subsidiary or the other party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Notes, and each promissory noteother document, contract, contract and instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the sameBorrower, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement letter and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, guaranty, security agreement, instrument and other document required hereby or at any time hereafter delivered to Bank Lender in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter hereinafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith and any other note, contract, instrument or document between Borrower and Bank (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of each Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable against it in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or by the Original Credit Agreement or at any time hereafter delivered to Bank in connection herewith with this Agreement or the Original Credit Agreement (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Loan Note, and each promissory noteother document, contract, contract and instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Term Commitment Note, and each promissory noteother document, contract, contract and instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, as applicable, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith ({collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith the Term Note (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery by Borrower in accordance with the provisions hereof hereof, assuming, in the case of this Agreement, due execution and delivery by Bank, will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the sameBorrower, enforceable against Borrower in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith herewith, including but not limited to any agreement with Bank related to any swap, derivative, foreign exchange, hedge, deposit, treasury management, or other similar transaction or arrangement (collectively, the "“Loan Documents") ”), have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, security agreement, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the sameBorrower, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Line of Credit Note and Term Commitment Note, and each promissory noteother document, contract, contract and instrument and other document required hereby by or at any time hereafter delivered to Bank in connection herewith with this Agreement (collectively, with all of the foregoing referred to herein collectively as the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, guaranty, instrument and other document required hereby or at any time hereafter delivered to Bank Lender in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the sameBorrower, enforceable in accordance with their respective terms.. ** Confidential Treatment Requested

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the sameeach Borrower, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank Agent or any Lender in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, as applicable, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Line of Credit Note, and each promissory noteother document, contract, contract and instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.the

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith herewith, including, without limitation, each document listed in Section 3.1(b) hereof (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document executed in connection herewith, required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms. SECTION 2.3.

Authorization and Validity. This Agreement Agreement, the Revolving Note and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower Borrowers or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, security agreement, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, collectively the "Loan Documents") have been duly authorizedauthorized and, and upon their execution and delivery in accordance with the provisions hereof hereof, will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, agreement, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower Borrower, Guarantor or the party which executes the same, as applicable, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement Agreement, the Term Commitment Note, the Letter of Credit Agreements, the Security Agreements and each other promissory note, contract, instrument instrument, agreement and other document required hereby or at any time hereafter delivered to Bank in connection herewith with this Agreement (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the sameBorrower, enforceable in accordance with their respective terms.

Authorization and Validity. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "“Loan Documents"”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party Affiliate which executes the same, enforceable in accordance with their respective terms.