Each of the Company and the Guarantors has the requisite corporate or other power and authority to enter into, execute and deliver this Agreement, the other Transactions Documents and, assuming receipt of the Requisite Shareholder Approvals, to perform its respective obligations and consummate the Transactions, including the issuance of the Offered Securities (including any PIK Notes), the Warrant Shares and any PIK Shares. Each of the Company and the Guarantors has taken all necessary corporate action required for the due authorization of the Transaction Documents, as applicable, the performance of its obligations thereunder and the consummation of the Transactions.