Authorization. By its signature, each Person executing this Intercreditor Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Intercreditor Agreement.

Authorization. All corporate action on the part of AVANT necessary for the authorization, execution and delivery of this Agreement and for the performance of all of its obligations hereunder and thereunder has been taken, and this Agreement when fully executed and delivered, shall each constitute a valid, legally binding and enforceable obligation of AVANT.

Authorization. All corporate action on the part of AI-NOVA necessary for the authorization, execution and delivery of this Agreement and for the performance of all of its obligations hereunder and thereunder has been taken, and this Agreement when fully executed and delivered, shall each constitute a valid, legally binding and enforceable obligation of AI-NOVA .

Authorization. The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and do not violate # such Party’s charter documents, bylaws, or other organizational documents, # in any material respect, any agreement, instrument, or contractual obligation to which such Party is bound, # any requirement of any Applicable Law, or # any order, writ, judgment, injunction, decree, determination, or award of any court or governmental agency presently in effect applicable to such Party.

Authorization. Each of the Borrower and the Parent has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrower and the Parent and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its respective te rms except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.

Authorization. This Agreement constitutes such Investor's valid and legally binding obligation, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. Subject to the terms and conditions of this Agreement, the Company hereby appoints HFG to act on a best efforts basis as its consultant during the Authorization Period (as hereinafter defined, in Section 3, below). HFG hereby accepts such appoint, with it being expressly acknowledged that HFG is acting in the capacity of independent contractor and not as agent of the Company.

Authorization. The execution, delivery and performance of this Agreement, the other Loan Documents and the [[Organization C:Organization]] Guarantee to which the [[Organization A:Organization]] or [[Organization C:Organization]] is or is to become a party and the transactions contemplated hereby and thereby # are within the corporate authority of the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, # have been duly authorized by all necessary corporate proceedings, # do not conflict with or result in any breach or contravention of any provision of any law, statute, rule or regulation to which the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be is subject or any material judgment, order, writ, injunction, license or permit applicable to the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, except where any such conflict, breach, or contravention would not have a material adverse effect on the business, properties or financial condition of the [[Organization A:Organization]] and [[Organization C:Organization]] and their Subsidiaries, taken as a whole, a material adverse effect on the ability of the [[Organization A:Organization]] to perform its obligations under the Loan Documents and [[Organization C:Organization]] to perform its obligations under the [[Organization C:Organization]] Guarantee or a material adverse effect on the validity or enforceability of the Loan Documents or the [[Organization C:Organization]] Guarantee, and # do not conflict with any provision of the corporate charter, as amended, or bylaws, as amended, of, or any material agreement or other material instrument binding upon, the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be. This Agreement, each other Loan Document to which the [[Organization A:Organization]] is a party and the [[Organization C:Organization]] Guarantee have been duly executed and delivered by the [[Organization A:Organization]]. The [[Organization C:Organization]] Guarantee has been duly executed and delivered by [[Organization C:Organization]].

Power and Authority; No Contravention; Authorizations and Approvals. The execution, delivery and performance by such Obligor of this Fifth Amendment # are within such Obligor’s organizational powers, # have been duly authorized by all necessary organizational action on the part of such Obligor, # require no action by or in respect of, or filing with, any Governmental Authority except actions by, and notices to or filings with, Governmental Authorities (including, without limitation, the SEC) that may be required in the Ordinary Course of Business from time to time or that may be required to comply with the express requirements of the Loan Documents, # do not violate any provision of Applicable Law in any material respect or contravene the terms of any Organic Document or the Term Loan Documents and # do not contravene any provision of any other indenture, instrument or agreement binding upon such Obligor except as could not reasonably be expected to have a Material Adverse Effect.

Due Authorization. The execution, delivery and performance by it of this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is a party, and the performance by such Borrower of the Amended Agreement, have been duly authorized by all necessary corporate action on its part and do not, and will not, require the consent or approval of its shareholders or members, as the case may be, other than such consents and approvals as have been duly obtained, given or accomplished.