Common use of Organization, Authority and No Conflict Clause in Contracts

Organization, Authority and No Conflict. Borrower is a corporation duly organized, validly existing and in good standing in the State of Illinois, its state organizational identification number on the date hereof is 50244296 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect on Borrower. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements to which it is a party and perform its obligations hereunder and thereunder. Borrower’s execution, delivery and performance of this Agreement and the Other Agreements to which it is a party does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which is binding on Borrower, in each case, which conflict could reasonably be expected to have a Material Adverse Effect on Borrower, and Borrower’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s property under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected other than in favor of Agent on behalf of the Lenders.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnership, duly organized, validly existing and in good standing in the State of Illinoisits organization, its state organizational identification number is as set forth on the date hereof is 50244296 Information Certificate and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessarynecessary or, except where the if Borrower is not so qualified, Borrower may cure any such failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect on Borrowerwithout losing any of its rights, incurring any Liens or material penalties, or otherwise affecting Lender's rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements to which it is a party and perform its obligations hereunder and thereunder. Borrower’s 's execution, delivery and performance of this Agreement and the Other Agreements to which it is a party does do not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which is may now or hereafter be binding on Borrower, in each caseexcept for conflicts with agreements, contracts or other documents which conflict could reasonably be expected to would not have a Material Adverse Effect on Borrower, and Borrower’s 's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance Lien upon any of Borrower’s 's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected other than in favor of Agent on behalf of the Lendersaffected.

Organization, Authority and No Conflict. Borrower is a corporation corporation, duly organized, validly existing and in good standing in the State of IllinoisFlorida, its state organizational identification number on the date hereof is 50244296 P94000044996 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessarynecessary or, except where the if Borrower is not so qualified, Borrower may cure any such failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect on Borrowerwithout losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements to which it is a party and perform its obligations hereunder and thereunder. Borrower’s execution, delivery and performance of this Agreement and the Other Agreements to which it is a party does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which is may now or hereafter be binding on Borrower, in each caseexcept for conflicts with agreements, contracts or other documents which conflict could reasonably be expected to would not have a Material Adverse Effect on Borrower, and Borrower’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected other than in favor of Agent on behalf of the Lendersaffected.

Organization, Authority and No Conflict. Borrower is a corporation limited liability company, duly organized, validly existing and in good standing in the State of Illinois, its state organizational identification number on the date hereof is 50244296 02832984 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessarynecessary or, except where the if Borrower is not so qualified, Borrower may cure any such failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect on Borrowerwithout losing any of its rights, incurring any liens or material penalties, or otherwise affecting Administrative Agent’s or any Lender’s rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements to which it is a party other Loan Documents and perform its obligations hereunder and thereunder. Borrower’s execution, delivery and performance of this Agreement and the Other Agreements to which it is a party other Loan Documents does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which is may now or hereafter be binding on Borrower, in each caseexcept for conflicts with agreements, contracts or other documents which conflict could reasonably be expected to would not have a Material Adverse Effect on Borrower, and Borrower’s execution, delivery and performance of this Agreement and the Other Agreements other Loan Documents shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected other than in favor of Agent on behalf of the Lendersaffected.

Organization, Authority and No Conflict. Borrower is a corporation duly organized, validly existing and in good standing in the State its jurisdiction of Illinoisorganization, its state organizational identification number number, if any, is as listed on the date hereof is 50244296 Schedule 11(f), and Borrower is duly qualified and in good standing in all states jurisdictions where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except where to the extent any such failure to be so qualified and in good standing could would not reasonably be expected to have a Material Adverse Effect on BorrowerEffect. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements to which it is a party and perform its obligations hereunder and thereunder. Borrower’s execution, delivery and performance of this Agreement Agreement, if applicable, and the Other Agreements to which it is a party does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which is may now or hereafter be binding on Borrower, in each case, which conflict could reasonably be expected to have a Material Adverse Effect on Borrower, and Borrower’s execution, delivery and performance of this Agreement Agreement, if applicable, and the Other Agreements to which it is a party shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s property under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected other than in favor of Agent on behalf of the Lendersaffected.

Organization, Authority and No Conflict. Borrower Each Loan Party is a corporation an entity of the type set forth on Schedule 11.6, duly organized, validly existing and in good standing in the State its state of Illinoisorganization set forth on Schedule 11.6, its state organizational identification number is set forth on the date hereof is 50244296 Schedule 11.6, and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, ’except where the failure to be so qualified and in good standing qualify could not reasonably be expected to have result in a Material Adverse Effect on BorrowerEffect. Borrower Each Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements other Loan Documents to which it is a party and perform its obligations hereunder and thereunder. Borrower’s Each Loan Party's execution, delivery and performance of this Agreement and the Other Agreements to which it is a party other Loan Documents does not conflict with the provisions of the organizational documents of Borrowersuch Loan Party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which is may now or hereafter be binding on Borrowersuch Loan Party, in each caseexcept for conflicts with agreements, contracts or other documents which conflict could reasonably be expected to would not have a Material Adverse Effect on Borrowersuch Loan Party, and Borrower’s such Loan Party's execution, delivery and performance of this Agreement and the Other Agreements other Loan Documents shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s such Loan Party's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower such Loan Party or any of its property may be bound or affected other than affected. If a Loan Party is a partnership or limited liability company, such Loan Party has not expressly elected to have its equity interests treated as "Securities" under and as defined in favor of Agent on behalf Article 8 of the LendersUniform Commercial Code as in effect in the state of formation for such Loan Party9.

Organization, Authority and No Conflict. Each Borrower is a corporation duly organized, validly existing and in good standing in the State its jurisdiction of Illinois, its state organization and has an organizational identification number and chief executive office as indicated on the date hereof is 50244296 and Schedule 1(a) hereto. Each Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, necessary except where the failure to be so qualified and in good standing could not reasonably be expected to have result in a Material Adverse Effect on BorrowerEffect. Each Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements to which it is a party and perform its obligations hereunder and thereunder. Each Borrower’s 's execution, delivery and performance of this Agreement and the Other Agreements to which it is a party does not conflict with the provisions of the organizational documents of such Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which is may now or hereafter be binding on Borrower, in each case, which conflict could reasonably be expected to have a Material Adverse Effect on such Borrower, and each Borrower’s 's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of such Borrower’s 's property under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Borrower or any of its property may be bound or affected affected. Except as set forth on Schedule 11(f) hereto, no Borrower is party to any material agreement, contract or other than document which is not listed in favor of Agent on behalf of the Lendersexhibit section to AM Communications' Form 10-KSB for the Fiscal Year ended March 30, 2002 filed with the SEC.

Organization, Authority and No Conflict. Borrower Each Loan Party is a corporation an entity of the type set forth on Schedule 11.6, duly organized, validly existing and in good standing in the State its state of Illinoisincorporation or organization set forth on Schedule 11.6, its state organizational identification number is set forth on the date hereof is 50244296 Schedule 11.6, and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessarynecessary or, except where the if such Loan Party is not so qualified, such Loan Party may cure any such failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect on Borrowerwithout losing any of its rights, incurring any liens or material penalties, or otherwise affecting Administrative Agent's or any Lender's rights. Borrower Each Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements other Loan Documents to which it is a party and perform its obligations hereunder and thereunder. Borrower’s Each Loan Party's execution, delivery and performance of this Agreement and the Other Agreements to which it is a party other Loan Documents does not conflict with the provisions of the organizational documents of Borrowersuch Loan Party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which is may now or hereafter be binding on Borrowersuch Loan Party, in each caseexcept for conflicts with agreements, contracts or other documents which conflict could would not reasonably be expected to have a Material Adverse Effect on BorrowerEffect, and Borrower’s such Loan Party's execution, delivery and performance of this Agreement and the Other Agreements other Loan Documents shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s such Loan Party's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower such Loan Party or any of its property may be bound or affected other than in favor of Agent on behalf of the Lendersaffected.

Organization, Authority and No Conflict. Borrower is a corporation corporation, duly organized, validly existing and in good standing in the State of IllinoisDelaware, its state organizational identification number on the date hereof is 50244296 P030973 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessarynecessary or, except where the if Borrower is not so qualified, Borrower may cure any such failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect on Borrowerwithout losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements to which it is a party and perform its obligations hereunder and thereunder. Borrower’s execution, delivery and performance of this Agreement and the Other Agreements to which it is a party does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which is may now or hereafter be binding on Borrower, in each caseincluding, without limitation, the Indenture, except for conflicts with agreements, contracts or other documents which conflict could reasonably be expected to would not have a Material Adverse Effect on Borrower, and Borrower’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected other than in favor of Agent on behalf affected. Holdings’ execution, delivery and performance of the LendersContinuing Unconditional Guaranty does not conflict with the Indenture nor will it cause a Default thereunder.