Common use of Authorization of Borrowing; No Conflict as to Law or Agreements Clause in Contracts

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by the Borrower of the Loan Documents, the First Mortgage Indenture and the Bonds, the borrowings from time to Table of Contents time hereunder, the issuance of the Bonds, and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower, or any authorization, consent, approval, order, filing, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than those consents described in Schedule 4.2, each of which has been obtained and is in full force and effect, (ii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents of the Borrower, (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature (other than the Liens created under the Pledge Agreement and the Indenture) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any Subsidiary.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by the each Borrower of the Loan DocumentsDocuments (including, with respect to Pxxxx Brothers, Inc. only, the First Mortgage Indenture Warrant) and the Bonds, the borrowings from time to Table of Contents time hereunder, the issuance of the Bonds, and the consummation of the transactions herein and therein contemplated, hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower, or 's stockholders; (ii) require any authorization, consentconsent or approval by, approvalor registration, orderdeclaration or filing with, filingor notice to, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than those consents described in Schedule 4.2or any third party, each of which except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained obtained, accomplished or given prior to the date hereof and is in full force any normal and effectcustomary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documents; (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunderSystem) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents Borrower's articles of the Borrower, incorporation or bylaws; (iiiiv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected, ; or (ivv) result in, or require, the creation or imposition of any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Liens created under the Pledge Agreement and the IndentureSecurity Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any SubsidiaryBorrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by the Borrower of the Loan Documents, the First Mortgage Indenture Documents and the Bonds, the borrowings from time to Table of Contents time hereunder, the issuance of the Bonds, and the consummation of the transactions herein and therein contemplated, hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower, or 's stockholders; (ii) require any authorization, consentconsent or approval by, approvalor registration, orderdeclaration or filing with, filingor notice to, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than those consents described in Schedule 4.2or any third party, each of which except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained obtained, accomplished or given prior to the date hereof (except for the Mortgage and is in full force and effect, fixture financing statements that will be filed by the Lender after the execution of this Agreement); (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunderSystem) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents Borrower's articles of the Borrower, incorporation or bylaws; (iiiiv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected; provided, however, the Borrower makes no representations or warranties under this subsection (iv) about any license agreements the Borrower may have with any of its licensors listed in Section 8.1(r); or (ivv) result in, or require, the creation or imposition of any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Liens created under the Pledge Agreement Security Interest and the IndentureMortgage lien) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any SubsidiaryBorrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by the Borrower of the Loan Documents, the First Mortgage Indenture Documents and the Bonds, the borrowings from time to Table of Contents time hereunder, the issuance of the Bonds, and the consummation of the transactions herein and therein contemplated, hereunder have been duly authorized by all necessary corporate action and do not and will not (ia) require any consent or approval of the stockholders of the Borrower, or (b) other than the filing of the necessary Loan Documents with the Securities Exchange Commission, require any authorization, consentconsent or approval by, approvalor registration, orderdeclaration or filing with, filingor notice to, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than those consents described in Schedule 4.2or any third party, each of which except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained and is in full force and effectobtained, accomplished or given prior to the date hereof, (iic) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunderSystem) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents Articles of Incorporation or Bylaws of the Borrower, (iiid) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected, or (ive) result in, or require, the creation or imposition of any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Liens created under the Pledge Agreement and the IndentureSecurity Interests) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any SubsidiaryBorrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by the Borrower Borrowers of the Loan Documents, the First Mortgage Indenture Documents and the Bonds, the borrowings from time to Table of Contents time hereunder, the issuance of the Bonds, and the consummation of the transactions herein and therein contemplated, hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders any of the Borrower, or Borrowers' shareholders; (ii) require any authorization, consentconsent or approval by, approvalor registration, orderdeclaration or filing with, filingor notice to, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than those consents described in Schedule 4.2or any third party, each of which except such authorization required by the Bankruptcy Court and except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained and is in full force and effectobtained, accomplished or given prior to the date hereof; (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunderSystem) or of any order, writ, injunction or decree presently in effect having applicability to any of the Borrower Borrowers or of the Organizational Documents any of the Borrower, Borrowers' articles of incorporation and bylaws; (iiiiv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any of the Borrower or any Subsidiary is Borrowers are a party or by which it or its properties may be bound or affected, affected (except breaches or defaults under the Existing Credit Facility); or (ivv) result in, or require, the creation or imposition of any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Liens created under the Pledge Agreement and the IndentureSecurity Interest) upon or with respect to any of the properties now owned or hereafter acquired by any of the Borrower or any SubsidiaryBorrowers.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by the Borrower of the Loan Documents, the First Mortgage Indenture Documents and the Bonds, the borrowings from time to Table of Contents time hereunder, the issuance of the Bonds, and the consummation of the transactions herein and therein contemplated, hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower, or 's stockholders; (ii) require any authorization, consentconsent or approval by, approvalor registration, orderdeclaration or filing with, filingor notice to, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than those consents described in Schedule 4.2or any third party, each of which except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained and is in full force and effectobtained, accomplished or given prior to the date hereof; (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunderSystem) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents Borrower's articles of the Borrower, incorporation or bylaws; (iiiiv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected, affected (other than loan or credit agreements that will be paid in full by disbursements of the proceeds of Advances under Section 2.16); or (ivv) result in, or require, the creation or imposition of any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Liens created under the Pledge Agreement and the IndentureSecurity Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any SubsidiaryBorrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by the Borrower of the Loan Documents, the First Mortgage Indenture Warrants and the Bonds, the borrowings from time to Table of Contents time hereunder, and the issuance of the Bonds, and the consummation Warrant Stock upon exercise of the transactions herein and therein contemplatedWarrants, have been duly authorized by all necessary corporate action and do not and will not (ia) require any consent or approval of the stockholders of the Borrower, or (b) require any authorization, consentconsent or approval by, approvalor registration, orderdeclaration or filing with, filingor notice to, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than those consents described in Schedule 4.2or any third party, each of which except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained and is in full force and effectobtained, accomplished or given prior to the date hereof, (iic) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunderSystem) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents Articles of Incorporation or Bylaws of the Borrower, (iiid) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected, or (ive) result in, or require, the creation or imposition of any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Liens created under the Pledge Agreement and the IndenturePermitted Liens) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower. The Borrower has not, directly or through an agent, offered the Warrants or the Warrant Stock, or any Subsidiarysimilar securities for sale to, or solicited any offers to acquire such securities from, persons other than the Lenders and other accredited investors. Under the circumstances contemplated by the Warrants and the Loan Documents, the offer, issuance and delivery of the Warrants and the offer of the Warrant Stock will not under current laws and regulations require compliance with the prospectus delivery or registration requirements of the Securities Act.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by the Borrower of the Loan Documents, the First Mortgage Indenture and the Bonds, the borrowings from time to Table of Contents time hereunder, the issuance of the Bonds, and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders shareholders of the Borrower, or any authorization, consent, approval, order, filing, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than those consents described in Schedule 4.2, each of which has been obtained and is in full force and effect, and such consents, approvals, authorizations, registrations or qualifications as may be required and have been made or obtained under state securities or Blue Sky laws in connection with the offer and sale of the Bonds to the Agent, (ii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents Articles of Incorporation or Bylaws of the Borrower, (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Material Subsidiary is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature (other than the Liens Lien created under the Pledge Agreement and the Lien of the Bonds under the Indenture) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any Material Subsidiary.