Common use of Due Authorization; No Default Clause in Contracts

Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, the Notes and the Relevant Documents are within Borrower's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower's Certificate or Articles of Incorporation or ByLaws, or any applicable law or regulation, or any judgment, order or decree of any judicial or other governmental body, (ii) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (iii) result in the imposition of any lien, encumbrance or restriction on any assets of Borrower. (b) Borrower has delivered to Lender true and complete copies of Borrower's resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower's Certificate or Articles of Incorporation and ByLaws, all as in effect on the date hereof and certified by a duly authorized officer of the Borrower. (c) This Agreement and the Relevant Documents upon their execution and delivery, and the Notes upon their issuance, will be legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. (d) The Borrowers have no defenses, charges, claims, demands, pleas or offsets whatsoever in law or equity against the Lender or against the enforcement of the Loan Documents;

Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, the Notes and the Relevant Documents are within Borrower's corporate powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower's Certificate or Articles of Incorporation or ByLawsBylaws, or any applicable law or regulation, or any judgment, order or decree of any judicial or other governmental body, (ii) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affectedor any of its assets are bound, or (iii) result in the imposition of any lien, encumbrance or restriction on any assets of BorrowerBorrower other than in favor of Lender. (b) Borrower has delivered to Lender true and complete copies of Borrower's resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower's Certificate or Articles of Incorporation and ByLawsBylaws, all as in effect on the date hereof and certified by a duly authorized officer of the Borrower. (c) This Agreement and the Relevant Documents upon their execution and delivery, and the Notes upon their issuance, will be legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. (d) The Borrowers have no defenses, charges, claims, demands, pleas or offsets whatsoever in law or equity against the Lender or against the enforcement of the Loan Documents;

Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, the Notes Revolving Note and the Relevant Documents are within Borrower's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower's Certificate or Articles of Incorporation or ByLawsBylaws, or any applicable law or regulation, or any judgment, order or decree of any judicial or other governmental body, (ii) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (iii) result in the imposition of any lien, encumbrance or restriction on any assets of Borrower. (b) Borrower has delivered to Lender true and complete copies of Borrower's resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower's Certificate or Articles of Incorporation and ByLawsBylaws, all as in effect on the date hereof and certified by a duly authorized officer of the Borrower. (c) This Agreement and the Relevant Documents upon their execution and delivery, and the Notes Revolving Note upon their issuance, will be legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. (d) The Borrowers have no defenses, charges, claims, demands, pleas or offsets whatsoever in law or equity against the Lender or against the enforcement of the Loan Documents;