Common use of Authorization; Validity Clause in Contracts

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, or any other Person is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrower, enforceable against each Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows of any reason why any Borrower cannot perform any of its Obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any BorrowerCredit Party, its board of directors, stockholders, or any other Person is necessary or required by any Borrower Credit Party to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any BorrowerCredit Party’s Articles of Incorporation or Incorporation, Articles of Organization, Bylaws, Operating Agreement or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower Credit Party to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note Notes and the Advisory Facility Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of each BorrowerCredit Party, enforceable against each Borrower Credit Party in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower Credit Party knows of any reason why any Borrower Credit Party cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents Documents, and no other action or consent on the part of any Borrowerthe Credit Parties, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by any Borrower the Credit Parties to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles the Credit Parties’ articles of Incorporation or Bylawsincorporation, bylaws, operating agreement, partnership agreement, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower the Credit Parties to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee SharesNote. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrowerthe Credit Parties, enforceable against each Borrower the Credit Parties in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows The Credit Parties do not know of any reason why any Borrower the Credit Parties cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower Lender has full right, power and authority to enter into this Agreement, to make the borrowings Loans and to execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrowerthe Lender, its board of directorsmembers, stockholders, managers or any other Person is necessary or required by any Borrower the Lender to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrowerthe Lender’s Articles of Incorporation or Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower the Lender to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee SharesDocuments. This Agreement and the The Loan Documents are valid and binding agreements and contracts of each Borrowerthe Lender, enforceable against each Borrower the Lender in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows The Lender does not know of any reason why any Borrower the Lender cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Bylaws, articles of organization or operating agreements, partnership agreements, or any other organizational or governing documents. All necessary and appropriate corporate corporate, partnership or company action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrower, enforceable against each Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows of any reason why any Borrower cannot perform any of its Obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, or any other Person is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Incorporation, Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrower, enforceable against each Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows does not know of any reason why any Borrower cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrowerthe Credit Parties, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by any Borrower the Credit Parties to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles the Credit Parties’ articles of Incorporation or Bylawsincorporation, bylaws, operating agreement, partnership agreement, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower the Credit Parties to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee SharesNote. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrowerthe Credit Parties, enforceable against each Borrower the Credit Parties in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows The Credit Parties do not know of any reason why any Borrower the Credit Parties cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, or any other Person is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Incorporation, Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee SharesWarrants. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrower, enforceable against each Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows does not know of any reason why any Borrower cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower of Buyer and Acquisition Corp. has full right, all requisite corporate power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Escrow Agreement and the Loan Documents Registration Rights Agreement to which it is a party, perform its obligations hereunder and no other action or consent on the part of any Borrower, its board of directors, stockholders, or any other Person is necessary or required by any Borrower thereunder and to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein hereby and thereinthereby. All necessary corporate action has been taken by each of Buyer and Acquisition Corp. with respect to the execution, delivery and perform all performance by each of its obligations hereunder Buyer and thereunderAcquisition Corp. of this Agreement, the Escrow Agreement and the Registration Rights Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby. The Assuming the due execution and delivery of this Agreement, the Escrow Agreement and the Loan Documents will notRegistration Rights Agreement by Sellers and Bekins (to the extent each is a party thereto), nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement, the Escrow Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee Shares. This Registration Rights Agreement and the Loan Documents are to which it is a party, is a legal, valid and binding agreements and contracts obligation of each Borrowerof Buyer and Acquisition Corp., enforceable against each Borrower of Buyer and Acquisition Corp. in accordance with their respective its terms, except to the extent that enforcement thereof (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and or other similar laws affecting creditors' rights generally, (ii) as such obligations are subject to general principles of equity and (iii) as rights to indemnity may be limited by federal or state securities laws of public policy. There does not exist any circumstances that would operate to terminate, reduce, alter or impair the enforcement obligation of creditors’ rights generally Buyer to issue the Make Whole Shares or that give to rise to or would give rise to a right of set-off by equitable principles which may affect Buyer or any defense to the availability performance of specific performance and other equitable remedies. No Borrower knows Buyer's obligation to issue the Make Whole Shares in accordance with the terms of any reason why any Borrower cannot perform any of its Obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any BorrowerCredit Party, its board of directors, stockholders, or any other Person is necessary or required by any Borrower Credit Party to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any BorrowerCredit Party’s Articles of Incorporation or Incorporation, Articles of Organization, Bylaws, Operating Agreement or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower Credit Party to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Facility Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of each BorrowerCredit Party, enforceable against each Borrower Credit Party in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower Credit Party knows of any reason why any Borrower Credit Party cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, members, managers, or any other Person is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations Obligations hereunder and thereunder, except for such consents as have been obtained prior to the Closing Date. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any material provision of law or of any Borrower’s Articles articles of Incorporation or Bylawsincorporation, bylaws, articles of organization, operating agreement, or other governing documents. All necessary and appropriate corporate or limited liability company action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Facility Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrower, enforceable against each Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows of any reason why any Borrower cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, or any other Person is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Facility Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrower, enforceable against each Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows of any reason why any Borrower cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrowerthe Credit Parties, its their respective board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by any Borrower the Credit Parties to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles the Credit Parties’ articles of Incorporation or Bylawsincorporation, bylaws, operating agreement, partnership agreement, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower the Credit Parties to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee SharesNote. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrowerthe Credit Parties, enforceable against each Borrower the Credit Parties in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows The Credit Parties do not know of any reason why any Borrower the Credit Parties cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, members or any other Person is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its their respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Incorporation, Bylaws, operating agreements or other governing documents, as applicable. All necessary and appropriate corporate action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee SharesNote. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrower, enforceable against each Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows of any reason why any Borrower cannot perform any of its Obligations respective obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower Seller has full right, all requisite power and authority to enter into this AgreementAgreement and all agreements, documents and instruments required to be executed by Seller pursuant hereto (collectively, the "Basic Documents"), to make the borrowings perform its obligations hereunder and execute and deliver the Loan Documents as provided herein thereunder and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, or any other Person is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein hereby and thereinthereby without the approval of any third party. All necessary limited liability company action including, without limitation, the approval of Seller's managers, has been taken by Seller with respect to the execution, delivery and perform all of its obligations hereunder and thereunder. The execution and delivery performance by Seller of this Agreement and the Loan Basic Documents will not, nor will and the observance or performance of any consummation of the matters transactions contemplated hereby and things herein or therein set forththereby, violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Bylaws, or other governing documents. All and no further authorization will be necessary and appropriate corporate action has been taken on the part of each Borrower to authorize the execution and delivery by Seller hereof and thereof, and the performance of its obligations hereunder or thereunder. Except as set forth on Schedule 4.2(b), there are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of Seller to execute and deliver this Agreement and the Loan Basic Documents and to consummate the issuance transactions contemplated hereunder and thereunder. As of the Revolving Note its last regularly prepared balance sheet and income statement, Seller had less than $100 million of HSR Assets and Revenues, no action, waiver or consent by any Governmental Authority is necessary to make this Agreement and the Advisory Fee SharesBasic Documents, as appropriate, a valid instrument binding upon Seller in accordance with its respective terms. This Agreement and the Loan Basic Documents are have been duly executed and delivered by Seller and constitutes legal, valid and binding agreements and contracts obligations of each BorrowerSeller, enforceable against each Borrower Seller in accordance with their respective terms, except to the extent that enforcement thereof (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and or other similar laws affecting the enforcement creditors' rights generally, (ii) as such obligations are subject to general principles of creditors’ equity and (iii) as rights generally to indemnity may be limited by federal or state securities laws or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows of any reason why any Borrower cannot perform any of its Obligations under this Agreement, the Loan Documents or any related agreementspublic policy.

Authorization; Validity. Each Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, members, or any other Person is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Bylaws, articles of organization or operating agreements, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrower, enforceable against each Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows of any reason why any Borrower cannot perform any of its Obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any BorrowerCredit Party, its board of directors, stockholders, or any other Person is necessary or required by any Borrower Credit Party to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any BorrowerCredit Party’s Articles of Incorporation or Incorporation, Certificate of Organization, Bylaws, Operating Agreement or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower Credit Party to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Facility Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of each BorrowerCredit Party, enforceable against each Borrower Credit Party in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower Credit Party knows of any reason why any Borrower Credit Party cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower has the full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its respective duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, or any other Person is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Incorporation, Articles of Organization, Bylaws, Operating Agreements, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee SharesWarrants. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrower, enforceable against each Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows of any reason why any Borrower cannot perform any of its Obligations their obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. Each Borrower Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Borrowerthe Credit Parties, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by any Borrower the Credit Parties to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of any Borrower’s Articles the Credit Parties' articles of Incorporation or Bylawsincorporation, bylaws, operating agreement, partnership agreement, or other governing documents. All necessary and appropriate corporate action has been taken on the part of each Borrower the Credit Parties to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee SharesNote. This Agreement and the Loan Documents are valid and binding agreements and contracts of each Borrowerthe Credit Parties, enforceable against each Borrower the Credit Parties in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ ' rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. No Borrower knows The Credit Parties do not know of any reason why any Borrower the Credit Parties cannot perform any of its Obligations obligations under this Agreement, the Loan Documents or any related agreements.