Common use of Authority, No Conflict, No Consent Required Clause in Contracts

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith by proper partnership action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Lenders. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Lenders.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of lawlaw in which the consequences of such default or violation could have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Agent on behalf of the Lenders. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower it has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower it in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any property of its property the Borrower under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBanks. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this Amendment and any other instrument or agreement executed by such Borrower in connection with this Amendment (the “Amendment Documents”) and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement constituent documents or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Lenders. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Lenders.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersLender. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersLender.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Lenders. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Lenders.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of lawlaw in which the consequences of such default or violation could have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent on behalf of the Banks. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Borrower represents Borrowers represent and warrants warrant that the Borrower has Borrowers have the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower Borrowers in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the a Borrower is a party or a signatory or a provision of the Corporate Borrower’s partnership agreement 's Certificate or Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the a Borrower or any of its property except, if any, in favor of the LendersLender. The Borrower represents Borrowers represent and warrants warrant that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower Borrowers of the Amendment Documents or other agreements and documents executed and delivered by the Borrower Borrowers in connection therewith or the performance of obligations of the Borrower Borrowers therein described, except for those which the applicable Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the LendersLender.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBank. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersBank.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBank. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersBank.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of lawlaw in which the consequences of such default or violation could have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Agent on behalf of the Lenders. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement Articles of Incorporation, Bylaws, Operating Agreement, or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the LendersBanks. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the LendersBanks.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the corporate power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and any other agreements and documents executed and delivered by the Borrower in connection herewith by proper partnership corporate action, and and, except as set forth in Schedule 4.3 to the Credit Agreement, none of the this Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation or Bylaws or any other agreement or requirement of lawlaw presently in effect and applicable to the Borrower, or result results in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent and except where the contravention or default or the imposition of such Lien could not adversely affect the validity or enforceability of this Amendment or constitute a Material Adverse Occurrence. The Borrower represents and warrants that that, except as set forth in Schedule 4.3 to the Credit Agreement, no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required on the part of the Borrower in connection with the execution and delivery by the Borrower of the this Amendment Documents or any other agreements and documents executed and delivered by the Borrower in connection therewith herewith or the performance of obligations of the Borrower therein herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent and except where the failure to obtain such consent, approval or authorization or to make such registration or declaration could not adversely effect the validity or enforceability of this Amendment or constitute a Material Adverse Occurrence.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBank. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Personperson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersBank.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this Amendment and any other instrument or agreement executed by such Borrower in connection with this Amendment (the “Amendment Documents”) and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under (i) any agreement, instrument or indenture to which the such Borrower is a party or a signatory or by which it or any of its properties may be bound, which breach or default could reasonably be expected to have a Material Adverse Effect, (ii) a provision of the such Borrower’s partnership agreement constituent documents or any other agreement or (iii) requirement of lawlaw in any material respect, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Lenders. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Lendersprovided.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the LendersBanks. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the LendersBanks.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower it has the power and power, legal right right, and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith therewith by proper partnership corporate action, and none of the Amendment Documents nor and the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument instrument, or indenture to which the Borrower is a party or a signatory or a signatory, any provision of the Borrower’s partnership agreement articles of incorporation or bylaws, or any other agreement or requirement of law, or result results in the imposition of any Lien on any of its the Borrower’s property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBank. The Borrower represents and warrants that no consent, approval approval, or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which that the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersBank.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this Amendment, the Pledge Agreement Amendment, the Security Agreement Amendment, the Joinder Agreement (Credit Agreement), the Joinder Agreement (Security Agreement) and any other instrument or agreement executed by such Borrower in connection with this Amendment (the “Amendment Documents”) and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the LendersBanks. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the LendersBanks.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBank. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersBank.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership company action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's articles of organization, Bylaws or any other agreement or requirement of law, or result results in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent and the Banks. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has made, obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent and the Banks.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property properly under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersLender. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersLender.

Authority, No Conflict, No Consent Required. The Borrower represents Borrowers represent and warrants warrant that the Borrower has Borrowers have the power and legal right and authority to enter into this Amendment and has the New Note (hereinafter referred to as the "Amendment Documents") and have duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower Borrowers in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the Borrower is a party Borrowers are parties or a signatory or a any provision of the Borrower’s partnership agreement Borrowers' Certificates of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien lien on any of its property under any agreement binding on or applicable to the Borrower Borrowers or any of its their property except, if any, in favor of the LendersBank. The Borrower represents Borrowers represent and warrants warrant that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower Borrowers of the Amendment Documents or other agreements and documents executed and delivered by the Borrower Borrowers in connection therewith or the performance of obligations of the Borrower Borrowers therein described, except for those which the Borrower has Borrowers have obtained or provided and as to which the Borrower has Borrowers have delivered certified copies of documents evidencing each such action to the LendersBank.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement Articles of Incorporation, Bylaws or any other agreement or requirement of lawlaw in which the consequences of such default or violation could have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Agent on behalf of the Lenders. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the corporate power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and any other agreements and documents executed and delivered by the Borrower in connection herewith by proper partnership corporate action, and and, except as set forth in Schedule 4.3 to the Credit Agreement, none of the this Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation, Bylaws or any other agreement or requirement of lawlaw presently in effect and applicable to the Borrower, or result results in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent and except where the contravention or default or the imposition of such Lien could not adversely affect the validity or enforceability of this Amendment or constitute a Material Adverse Occurrence. The Borrower represents and warrants that that, except as set forth in Schedule 4.3 to the Credit Agreement, no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required on the part of the Borrower in connection with the execution and delivery by the Borrower of the this Amendment Documents or any other agreements and documents executed and delivered by the Borrower in connection therewith herewith or the performance of obligations of the Borrower therein herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent and except where the failure to obtain such consent, approval or authorization or to make such registration or declaration could not adversely effect the validity or enforceability of this Amendment or constitute a Material Adverse Occurrence.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation, Bylaws or any other agreement or requirement of lawlaw in which the consequences of such default or violation could have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Agent on behalf of the Lenders. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership company action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement articles of organization, bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Lenders. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAdministrative Agent.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower it and each Credit Party has the power and power, legal right right, and authority to enter into this Amendment Amendment, and has duly authorized as appropriate the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower and any Credit Party in connection herewith therewith by proper partnership corporate or limited liability company action, and none of the Amendment Documents nor the agreements contained herein or therein foregoing contravenes or constitutes a default under any agreement, instrument instrument, or indenture to which the Borrower or any Credit Party is a party or a signatory or a signatory, any provision of the Borrower’s partnership agreement or any Credit Party’s organizational documents, or any other agreement or requirement of law, or result results in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any Credit Party or any of its property except, if any, in favor of the Agent for the benefit of the Lenders. The Borrower represents and warrants that no consent, approval approval, or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by Borrower or any Credit Party of this Amendment or the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower or any Credit Party in connection therewith or the performance of obligations of the Borrower and any Credit Party therein described, except for those which the that Borrower or such Credit Party has obtained or provided and as to which the Borrower or such Credit Party has delivered certified copies of documents evidencing each such action to the Lenders.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this the Second Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Second Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership company action, and none of the Second Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement articles of organization, bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Lenders. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Second Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAdministrative Agent.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this Amendment, the Pledge Agreement Amendment, the DiscoverReady Security Agreement, the Joinder Agreement (Credit Agreement), the DiscoverReady Acquisition Collateral Assignment, the DiscoverReady Trademarks Assignment, and any other instrument or agreement executed by such Borrower in connection with this Amendment (the “Amendment Documents”) and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement Certificate of Incorporation, Bylaws, Certificate of Formation, LLC Agreement, Partnership Agreement or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the LendersBanks. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the LendersBanks.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien lien on any my of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersLender. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Personperson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersLender.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this Agreement and the Assumption Agreement (collectively, the "Amendment Documents") and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersLender. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersLender.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersLender. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Personperson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of or the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersLender.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower it has the power and legal right and authority to enter into this Amendment the Increase Documents and has duly authorized as appropriate the execution and delivery of this Amendment the Increase Documents and other agreements and documents executed and delivered by the Borrower it in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Increase Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement organizational and governance documents or any other agreement or requirement of law, or result in the imposition of any Lien on any property of its property the Borrower under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBanks. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Increase Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized authorized, as appropriate appropriate, the execution and delivery of this Amendment and any other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith (the “Amendment Documents”) by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement Certificate of Formation or Articles of Incorporation, as applicable, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Lenders. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Lenders.

Authority, No Conflict, No Consent Required. The ------------------------------------------- Borrower represents and warrants that the Borrower it has the power and legal right and authority to enter into this Amendment the Increase Documents and has duly authorized as appropriate the execution and delivery of this Amendment the Increase Documents and other agreements and documents executed and delivered by the Borrower it in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Increase Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any property of its property the Borrower under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBanks. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Increase Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Borrower ------------------------------------------- represents and warrants that the Borrower has the corporate power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and and, except as set forth in Schedule 4.3 to the Credit Agreement, none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation, Bylaws or any other agreement or requirement of lawlaw presently in effect or that is applicable to the Borrower, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent and except where the contravention or default or the imposition of such Lien could not adversely effect the validity or enforceability of the Amendment Documents or constitute a Material Adverse Occurrence. The Borrower represents and warrants that that, except as set forth in Schedule 4.3 to the Credit Agreement, no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required on the part of the Borrower in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent and except where the failure to obtain such consent, approval or authorization or to make such registration or declaration could not adversely effect the validity or enforceability of the Amendment Documents or constitute a Material Adverse Occurrence.

Authority, No Conflict, No Consent Required. The Each Borrower and Guarantor represents and warrants that the such Borrower or Guarantor has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower or Guarantor in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower or Guarantor is a party or a signatory or a provision of the such Borrower’s partnership agreement or Guarantor’s Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or Guarantor or any of its property except, if any, in favor of the Administrative Agent for the benefit of the Lenders. The Each Borrower and Guarantor represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower or Guarantor of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower or Guarantor in connection therewith or the performance of obligations of the such Borrower or Guarantor therein described, except for those which the such Borrower or Guarantor has obtained or provided and as to which the such Borrower or Guarantor has delivered certified copies of documents evidencing each such action to the LendersAdministrative Agent.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this Agreement and the Revolving Credit Note (collectively, the "Amendment Documents") and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersLender. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersLender.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower it has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower it in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any property of its property the Borrower under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBanks. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the LendersAgent. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith by proper partnership corporate action, and none of the neither this Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the LendersBanks. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the this Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien lien or encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the LendersLender. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the LendersLender.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower it has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Organizational Documents or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBank. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersBank.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this Amendment, the Divestiture Side Letter and any other instrument or agreement executed by such Borrower in connection with this Amendment (the “Amendment Documents”) and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement constituent documents or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Lenders. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Lenders.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Lenders. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Lenders.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this Amendment Extension Agreement and has duly authorized as appropriate the execution and delivery of this Amendment the Extension Agreement and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership company action, and none of the Amendment Documents nor the agreements contained nothing herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement articles of organization, bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Lenders. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents this Extension Agreement or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAdministrative Agent. A true and correct copy of appropriate Certificates for each Borrower certifying as to incumbency and attaching the effective board resolutions authorizing the execution of this Extension Agreement shall be tendered upon execution of this Extension Agreement.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this the Third Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Third Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership company action, and none of the Third Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement articles of organization, bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Lenders. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Third Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAdministrative Agent.

Authority, No Conflict, No Consent Required. The Borrower represents Borrowers each represent and warrants warrant that the each Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement such Borrower"s Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership company action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement organizational documents or any other agreement or requirement of law, or result results in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent and the Banks. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except (a) for those which the Borrower has made, obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent and the Banks and (b) for those which the Borrower will make, obtain or provide upon the consummation of this Amendment and as to which the Borrower will promptly deliver certified copies of documents evidencing each such action to the Agent and the Banks.

Authority, No Conflict, No Consent Required. The Borrower Each Loan Party represents and warrants that the Borrower such Loan Party has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower such Loan Party in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the Borrower such Loan Party is a party or a signatory or a provision of the Borrower’s partnership agreement such Loan Party's Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower such Loan Party or any of its property except, if any, in favor of the Lenders. The Borrower Each Loan Party represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower such Loan Party of the Amendment Documents or other agreements and documents executed and delivered by the Borrower such Loan Party in connection therewith or the performance of obligations of the Borrower such Loan Party therein described, except for those which the Borrower such Loan Party has obtained or provided and as to which the Borrower such Loan Party has delivered certified copies of documents evidencing each such action to the Agent or Lenders.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith by proper partnership corporate action, and none of the neither this Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the LendersBanks. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the this Amendment Documents or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Articles of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersLender. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersLender.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment and has duly authorized as appropriate the execution and delivery of this the Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership organizational action, and none neither of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's organizational documents or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAdministrative Agent. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Lendersherein.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower it has the power and power, legal right right, and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith (collectively, the “Amendment Documents”) and has duly authorized as appropriate the execution and delivery of the Amendment Documents by proper partnership organizational action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument instrument, or indenture to which the Borrower is a party or a signatory or a signatory, any provision of the Borrower’s partnership agreement organizational documents, or any other agreement or requirement of law, or result results in the imposition of any Lien on any of its the Borrower’s property under any agreement binding on or applicable to the Borrower or any of its their property except, if any, in favor of the LendersAdministrative Agent. The Borrower represents and warrants that no consent, approval approval, or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the Borrower’s execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of the Borrower’s obligations of the Borrower therein described, except for those which that the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAdministrative Agent.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership company action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's articles of organization, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersAgent and the Banks. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAgent and the Banks.

Authority, No Conflict, No Consent Required. The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper partnership actioncorporate, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement 's Certificate of Incorporation, Bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the LendersBank. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersBank.

Authority, No Conflict, No Consent Required. The Each Borrower represents and warrants that the such Borrower has the power and legal right and authority to enter into this Amendment Agreement and has duly authorized as appropriate the execution and delivery of this Amendment the Agreement and other agreements and documents executed and delivered by the such Borrower in connection herewith or therewith by proper partnership company action, and none of the Amendment Documents nor the agreements contained nothing herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the such Borrower is a party or a signatory or a provision of the such Borrower’s partnership agreement articles of organization, bylaws or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Lenders. The Each Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of the Amendment Documents this Agreement or other agreements and documents executed and delivered by the such Borrower in connection therewith or the performance of obligations of the such Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the LendersAdministrative Agent. A true and correct copy of appropriate Certificates for each Borrower certifying as to incumbency and attaching the effective board resolutions authorizing the execution of this Agreement shall be tendered upon execution of this Agreement. Original signatures shall be provided within five (5) days of the date hereof.

Authority, No Conflict, No Consent Required. The Borrower represents Borrowers represent and warrants warrant that the Borrower has they have the power and legal right and authority to enter into this the Amendment Documents and has have duly authorized as appropriate the execution and delivery of this the Amendment Documents and other agreements and documents executed and delivered by the Borrower Borrowers in connection herewith or therewith by proper partnership corporate action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes contravene or constitutes constitute a default under any agreement, instrument or indenture to which the any Borrower is a party or a signatory or a provision of the any Borrower’s partnership agreement 's Organizational Documents or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the any Borrower or any of its their property except, if any, in favor of the LendersBank. The Borrower represents Borrowers represent and warrants warrant that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the any Borrower of the Amendment Documents or other agreements and documents executed and delivered by the each Borrower in connection therewith or the performance of obligations of the each Borrower therein described, except for those which the any Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the LendersBank.