Common use of Authorization and Absence of Defaults Clause in Contracts

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the execution, delivery to the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does not have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the execution, delivery to the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents to which it is a party have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any all such applicable lawlaws, rulerules, regulationregulations, orderorders, writwrits, judgmentjudgments, injunctioninjunctions, decreedecrees, determination determinations or award awards or any such indentureindentures, other agreementagreements, lease leases or instrumentinstruments, except where the failure to be in compliance does not have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the The execution, delivery to the Agent and/or the Lenders Banks and performance by the Borrower and any Subsidiary each of the Financing Loan Parties of the Loan Documents and Related Transaction Documents to which each of them is a party have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower any Loan Party or of any Affiliate or Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board Board of governors Governors of the federal reserve systemFederal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization incorporation or by-laws, as where applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or any Material Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien (other than a Lien contemplated in Section 5.01(q)) on any of the Borrower's and/or any Subsidiary's its or their respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligationsrevenues. The Borrower and any each Subsidiary are is in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does would not have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT Exhibit 4.1.2, the execution, delivery to the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does would not be reasonably expected to have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as ------------- ------------------------------------- described on EXHIBIT 4.1.2Exhibit 4.1.2 to the Disclosure Letter, the execution, delivery to ------------- the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any material indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does could not reasonably be expected to have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT Exhibit 4.1.2, the execution, delivery to the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary requisite corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does not have a Material Adverse Effect.,

Authorization and Absence of Defaults. Except as ------------- ------------------------------------- described on EXHIBIT Exhibit 4.1.2, the execution, delivery to the Agent and/or the ------------- Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), written order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, Material Agreement or lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any such applicable law, rule, regulation, written order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease Material Agreement or instrumentlease, except where the failure to be in compliance does could not reasonably be expected to have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT Exhibit 4.1.2, the execution, delivery to the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does not have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2----------- ------------------------------------- Schedule 4.2, the execution, delivery to the Agent and/or and the Lenders and performance by the Borrower and any Eligible Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and action (including governmental action action) and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Eligible Subsidiary which has not been obtained, (ii) violate violate, to the best knowledge of the Borrower, any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or or any Eligible Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or or any Eligible Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or or any Eligible Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or or any Eligible Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The To the best of their knowledge, the Borrower and any Eligible Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does not have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as ------------- ------------------------------------- described on EXHIBIT Exhibit 4.1.2, the execution, delivery to the Agent and/or the ------------- Lenders and performance by the Borrower Borrower, the Parent and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower Borrower, the Parent or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower Borrower, the Parent and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower Borrower, the Parent and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower Borrower, the Parent and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's, the Parent's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower Borrower, the Parent and any Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does could not reasonably be expected to have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT Exhibit 4.1.2, the execution, delivery to the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; , or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does could not reasonably be expected to have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the execution, delivery to the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect effect. having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any material indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or a material portion of its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations, other than Permitted Encumbrances. The Borrower and any Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does could not be reasonably expected to have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the execution, delivery to the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents to which it is a party have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any all such applicable lawlaws, rulerules, regulationregulations, orderorders, writwrits, judgmentjudgments, injunctioninjunctions, decreedecrees, determination determinations or award awards or any such indentureindentures, other agreementagreements, lease leases or instrumentinstruments, except where the failure to be in compliance does not have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the The execution, delivery to the Agent and/or Banks and the Lenders Agents and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Loan Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary of the Material Subsidiaries which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board Board of governors Governors of the federal reserve systemFederal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or any of the Borrower and/or any Subsidiary and/or Material Subsidiaries, or the articles Articles of organization Incorporation or by-lawsBylaws, as where applicable, of Borrower or any of the Borrower and/or any SubsidiaryMaterial Subsidiaries, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower or any of the Borrower and/or any Subsidiary Material Subsidiaries is or are a party or parties or by which it or they or its or their properties may be bound or affected; , except where the failure to be in compliance would not have a Material Adverse Effect, or (iv) result in, or require, requires the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by of Borrower or any of the Financing Documents securing the ObligationsMaterial Subsidiaries. The Each of Borrower and any Subsidiary are the Material Subsidiaries is in compliance with any such applicable each law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, loan or credit agreement, or other agreement, lease or instrumentinstrument described in this Section 4.01(b), except where the failure to be in compliance does would not have a Material Adverse Effect.

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the The execution, delivery to the Agent and/or the Lenders Lender and performance by the Borrower of this Agreement, the Security Instruments and any Subsidiary of the Financing Documents and Related Transaction Documents Credit Note have been duly authorized by all necessary corporate action of Borrower and governmental action and do not and will not not: (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation of any governmental authority having jurisdiction (including, without limitation, Regulations U and G, T, U, or X of the board Board of governors Governors of the federal reserve systemFederal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or Borrower, any Subsidiary or any Guarantor and/or the articles of organization incorporation or by-laws, as applicable, or other organizational documents of the Borrower and/or Borrower, any SubsidiarySubsidiary or any Guarantor, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or Borrower, any Subsidiary or any Guarantor is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's its or their respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligationsproperties. The Borrower Borrower, each Subsidiary and any Subsidiary are each Guarantor is in compliance with any such each applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or and any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does would not have a Material Adverse Effectmaterial adverse effect on the Borrower, any Subsidiary and/or any Guarantor.

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the The execution, delivery to the Administrative Agent and/or and the Lenders Banks and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board Board of governors Governors of the federal reserve systemFederal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary or its Subsidiaries and/or the articles Articles of organization Incorporation or byBy-lawsLaws, as where applicable, of the Borrower and/or any Subsidiaryand its Subsidiaries, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or or any Subsidiary of its Subsidiaries is or are a party or parties or by which it or they or its or their properties may be bound or affected; , except where the failure to be in compliance is immaterial to the financial condition or business of Borrower and its Subsidiaries or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any its Subsidiaries. Borrower and each Subsidiary are is in compliance with any such applicable lawlaw described in clause (ii) above, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does not have a Material Adverse Effectis immaterial to the financial condition or business of Borrower and its Subsidiaries.

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the The execution, delivery to the Agent and/or the Lenders Bank and performance by Borrower, the Borrower KSOP and any each Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate legal and governmental action and do not and will not (i) require any consent or approval of any Person or of the shareholders or board of directors of the Borrower or of any Affiliate or Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board Board of governors Governors of the federal reserve systemFederal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower, the Borrower KSOP, any Affiliate and/or any Subsidiary and/or the articles of organization incorporation or by-laws, as where applicable, of Borrower, the Borrower KSOP, any Affiliate and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower, the Borrower KSOP, any Affiliate and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's its or their respective properties or revenues other than Liens granted to Bank by the Agent by any of the Financing Documents securing the ObligationsSecurity Documents. The Borrower and any each Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does not have is immaterial to the financial condition or business of Borrower, the KSOP and each Subsidiary on a Material Adverse Effectconsolidated basis, and the condition or business of the KSOP.

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the The execution, delivery to the Agent and/or the Lenders Banks and performance by the Borrower and any Subsidiary Guarantors of this Agreement, the Financing Related Documents and Related Transaction Documents the Notes to which each of them is a party have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower Borrower, any Guarantor or of any Affiliate or Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board Board of governors Governors of the federal reserve systemFederal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization incorporation or by-by- laws, as where applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or any Material Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's its or their respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligationsrevenues. The Borrower and any each Subsidiary are is in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does would not have a Material Adverse EffectEffect on the Borrower.

Authorization and Absence of Defaults. Except as ------------- ------------------------------------- described on EXHIBIT Exhibit 4.1.2, the execution, delivery to the Agent and/or the ------------- Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles certificate of organization incorporation or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, agreement lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any a material portion of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does not have a Material Adverse Effect.