Common use of Authorization; Enforceability; Absence of Conflicts; Required Consents Clause in Contracts

Authorization; Enforceability; Absence of Conflicts; Required Consents. The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, and the incurrence of the Indebtedness and other Obligations contemplated hereby and thereby, are within its power and authority under its Charter Documents and the DRULPA and have been duly authorized by all proceedings required under its Charter Documents and the DRULPA. This Agreement and the Notes have been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Agent will have been, duly executed and delivered by the Borrower and are, or when so delivered will be, the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents to which it is a party, and the incurrence of Indebtedness and other Obligations pursuant thereto, do not and will not (a) violate, breach or constitute a default under (i) the Charter Documents of the Borrower or any Subsidiary, (ii) any Governmental Requirement applicable to the Borrower or any Subsidiary or (iii) any other Material Agreement of the Borrower or any Subsidiary, (b) result in the acceleration or mandatory prepayment of any Indebtedness of the Borrower or any Subsidiary or afford any holder of any such Indebtedness the right to require the Borrower or any Subsidiary to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness or (c) cause or result in the imposition of or afford any Person the right to obtain any Lien upon any property or assets of the Borrower or any Subsidiary (or upon any revenues, income or profits of the Borrower or any Subsidiary therefrom). No Governmental Approvals are required to be obtained, and no reports or notices to any Governmental Authority are required to be made, by the Borrower for the execution, delivery or performance by the Borrower of the Loan Documents or the enforcement against the Borrower of its obligations thereunder or the incurrence of the Indebtedness and other Obligations by the Borrower pursuant thereto.

Authorization; Enforceability; Absence of Conflicts; Required Consents. The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, and the incurrence of the Indebtedness and other Obligations contemplated hereby and thereby, are within its power and authority under its Charter Documents and the DRULPA and have been duly authorized by all proceedings required under its Charter Documents and the DRULPA. This Agreement and the Notes have been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Agent will have been, duly executed and delivered by the Borrower and are, or when so delivered will be, the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents to which it is a party, and the incurrence of Indebtedness and other Obligations pursuant thereto, do not and will not (a) violate, breach or constitute a default under (i) the Charter Documents of the Borrower or any Subsidiary, (ii) any Governmental Requirement applicable to the Borrower or any Subsidiary or (iii) any other Material Agreement of the Borrower or any Subsidiary, (b) result in the acceleration or mandatory prepayment of any Indebtedness of the Borrower or any Subsidiary or afford any holder of any such Indebtedness the right to require the Borrower or any Subsidiary to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness or (c) cause or result in the imposition of or afford any Person the right to obtain any Lien upon any property or assets of the Borrower or any Subsidiary (or upon any revenues, income or profits of the Borrower or any Subsidiary therefrom). No Governmental Approvals are required to be obtained, and no reports or notices to any Governmental Authority are required to be made, by the Borrower for the execution, delivery or performance by the Borrower of the Loan Documents or the enforcement against the Borrower of its obligations thereunder or the incurrence of the Indebtedness and other Obligations by the Borrower pursuant thereto.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower RW of this Agreement and each other Loan Transaction Document to which it is a party, and the incurrence effectuation of the Indebtedness and other Obligations transactions contemplated hereby and thereby, are within its corporate power and authority under its Charter Documents and the DRULPA applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings as required under its Charter Documents and the DRULPA. applicable Governmental Requirements of its Organization State. (b) This Agreement and the Notes have has been, and each of the other Loan Transaction Documents to which the Borrower RW is a party party, when executed and delivered to the Agent other parties thereto, will have been, duly executed and delivered by the Borrower it and areis, or when so executed and delivered will be, the its legal, valid and binding obligations of the Borrowerobligation, enforceable against the Borrower it in accordance with their respective its terms, subject to except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether such that enforceability is considered in a proceeding in equity or at law). . (c) The execution, delivery and performance in accordance with their respective terms by of this Agreement and the Borrower of the Loan other Transaction Documents to which it RW is a party, party by RW and the incurrence consummation by RW of Indebtedness and other Obligations pursuant thereto, the transactions contemplated hereby do not and will not (a) violateconflict with or result in any breach of any of the provisions of, breach or constitute a default under, result in a violation of, result in the creation of a right of termination or acceleration or any Lien, security interest, charge or encumbrance upon any assets of RW, or require any authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, under (i) the provisions of the Charter Documents of the Borrower RW or any SubsidiaryIndebtedness or other agreement or instrument by which RW is bound or affected, (ii) any or Governmental Requirement to which RW is subject. (d) Except as may be required by the HSR Act or the applicable to the Borrower state securities or any Subsidiary or (iii) any other Material Agreement of the Borrower or any Subsidiaryblue sky laws, (b) result in the acceleration or mandatory prepayment of any Indebtedness of the Borrower or any Subsidiary or afford any holder of any such Indebtedness the right to require the Borrower or any Subsidiary to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness or (c) cause or result in the imposition of or afford any Person the right to obtain any Lien upon any property or assets of the Borrower or any Subsidiary (or upon any revenues, income or profits of the Borrower or any Subsidiary therefrom). No no Governmental Approvals are required to be obtained, and no reports or notices to or filings with any Governmental Authority are required to be made, by the Borrower made for the execution, delivery or performance by the Borrower RW of the Loan Transaction Documents or to which it is a party, the enforcement against the Borrower RW, of its obligations thereunder or the incurrence effectuation of the Indebtedness transactions contemplated hereby and other Obligations by the Borrower pursuant theretothereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower Company of this Agreement and each other Loan Transaction Document to which it is or will be a party, and the incurrence effectuation of the Indebtedness Merger and the other Obligations transactions contemplated hereby and thereby, are within its corporate or other power and authority under its Charter Documents and the DRULPA all applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the DRULPA. all applicable Governmental Requirements Organization State. (b) This Agreement and the Notes have has been, and each of the other Loan Transaction Documents to which the Borrower Company is or will be a party party, when executed and delivered to Purchaser (or, in the Agent case of the Certificate of Merger, the applicable Governmental Authorities) will have been, duly executed and delivered by the Borrower Company and areis, or when so executed and delivered will be, the legal, valid and binding obligations obligation of the BorrowerCompany, enforceable against the Borrower Company in accordance with their respective its terms, subject to except as enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). . (c) The execution, delivery and performance in accordance with their respective terms by the Borrower Company of the Loan Transaction Documents to which it is a party, and the incurrence of Indebtedness and other Obligations pursuant thereto, party do not and will not (ai) violate, breach or constitute a default under (iA) the Charter Documents of the Borrower or any SubsidiaryCompany, (iiB) any Governmental Requirement applicable to the Borrower or any Subsidiary Company or (iiiC) except as set forth in Section 4.03 of the Disclosure Statement, any other Material Agreement of the Borrower or any SubsidiaryCompany, (bii) except as set forth in Section 4.03 of the Disclosure Statement, result in the acceleration or mandatory prepayment of any Indebtedness Indebtedness, or any Guaranty not constituting Indebtedness, of the Borrower or any Subsidiary Company or afford any holder of any such Indebtedness of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require the Borrower or any Subsidiary Company to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness of that Indebtedness, or to perform any of those Guaranties, (ciii) cause or result in the imposition of of, or afford any Person the right to obtain obtain, any Lien upon any property or assets of the Borrower or any Subsidiary Company (or upon any revenues, income or profits of the Borrower or any Subsidiary Company therefrom). No , (iv) except as set forth in Section 4.03 of the Disclosure Statement, result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by the Company at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law, or (v) except as set forth in Section 4.03 of the Disclosure Statement, entitle any Person other than the Company to revoke, cancel, suspend or materially modify any Company Commitment. (d) Except for (i) the filing of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act, and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to be obtained, and no reports or notices to or filings with any Governmental Authority are required to be made, by the Borrower Company for the execution, delivery or performance by the Borrower Company of the Loan Transaction Documents or to which it is a party, the enforcement against the Borrower Company of its obligations thereunder or the incurrence effectuation of the Indebtedness Merger and the other Obligations by transactions contemplated thereby. (e) The Company has terminated the Borrower pursuant theretoShareholders Agreements and the Shareholders Agreements have no further force and effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower each of OEI and Newco of this Agreement and each other Loan Transaction Document to which it is a party, and the incurrence effectuation of the Indebtedness Merger and the other Obligations transactions contemplated hereby and thereby, are within its corporate power and authority under its Charter Documents and the DRULPA applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the DRULPA. applicable Governmental Requirements of its Organization State. (b) This Agreement and the Notes have has been, and each of the other Loan Transaction Documents to which the Borrower either of OEI or Newco is a party party, when executed and delivered to the Agent other parties thereto (or, in the case of the Certificate of Merger, the applicable Governmental Authorities), will have been, duly executed and delivered by the Borrower it and areis, or when so executed and delivered will be, the its legal, valid and binding obligations of the Borrowerobligation, enforceable against the Borrower it in accordance with their respective its terms, subject to except as enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). . (c) The execution, delivery and performance in accordance with their respective terms by the Borrower each of OEI and Newco of the Loan Transaction Documents to which it is a party, and the incurrence of Indebtedness and other Obligations pursuant thereto, party do not and will not (ai) violate, breach or constitute a default under (iA) the Charter Documents of the Borrower OEI or any SubsidiaryNewco, (iiB) any Governmental Requirement applicable to the Borrower OEI or any Subsidiary Newco or (iiiC) any other Material Agreement of the Borrower OEI or any SubsidiaryNewco, (bii) result in the acceleration or mandatory prepayment of any Indebtedness of the Borrower Indebtedness, or any Subsidiary Guaranty not constituting Indebtedness, of OEI or Newco or afford any holder of any such Indebtedness of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require the Borrower OEI or any Subsidiary Newco to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness of that Indebtedness, or to perform any of those Guaranties, (ciii) cause or result in the imposition of of, or afford any Person the right to obtain obtain, any Lien upon any property or assets of the Borrower OEI or any Subsidiary Newco (or upon any revenues, income or profits of either OEI or Newco therefrom) or (iv) result in the Borrower revocation, cancellation, suspension or material modification, in any Subsidiary therefrom). No single case or in the aggregate, of any Governmental Approval possessed by OEI or Newco at the date of this Agreement and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) Except for (i) the filing of the Certificate of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and a registration statement on Form 8-A with respect to the registration of the OEI Common Stock under the Exchange Act and the SEC order declaring those registration statements effective under the Securities Act and the Exchange Act, respectively, and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to be obtained, and no reports or notices to or filings with any Governmental Authority are required to be made, by the Borrower OEI or Newco for the execution, delivery or performance by the Borrower OEI or Newco of the Loan Transaction Documents or to which it is a party, the enforcement against OEI or Newco, as the Borrower case may be, of its obligations thereunder or the incurrence effectuation of the Indebtedness Merger and the other Obligations by the Borrower pursuant theretotransactions contemplated thereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower each of RW and Newco of this Agreement and each other Loan Transaction Document to which it is a party, and the incurrence effectuation of the Indebtedness Merger and the other Obligations transactions contemplated hereby and thereby, are within its corporate power and authority under its Charter Documents and the DRULPA applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the DRULPA. applicable Governmental Requirements of its Organization State. (b) This Agreement and the Notes have has been, and each of the other Loan Transaction Documents to which the Borrower either of RW or Newco is a party party, when executed and delivered to the Agent other parties thereto (or, in the case of the Certificates of Merger, the applicable Governmental Authorities), will have been, duly executed and delivered by the Borrower it and areis, or when so executed and delivered will be, the its legal, valid and binding obligations of the Borrowerobligation, enforceable against the Borrower it in accordance with their respective its terms, subject to except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether such that enforceability is considered in a proceeding in equity or at law). . (c) The execution, delivery and performance in accordance with their respective terms by the Borrower each of RW and Newco of the Loan Transaction Documents to which it is a party, and the incurrence of Indebtedness and other Obligations pursuant thereto, do party have not and will not (ai) violate, breach or constitute a default under (iA) the Charter Documents of the Borrower RW or any SubsidiaryNewco, (iiB) any Governmental Requirement applicable to the Borrower RW or any Subsidiary Newco or (iiiC) any other Material Agreement of the Borrower RW or any SubsidiaryNewco, (bii) result in the acceleration or mandatory prepayment of any Indebtedness of the Borrower Indebtedness, or any Subsidiary Guaranty not constituting Indebtedness, of RW or Newco or afford any holder of any such Indebtedness of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require the Borrower RW or any Subsidiary Newco to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness of that Indebtedness, or to perform any of those Guaranties, (ciii) cause or result in the imposition of of, or afford any Person the right to obtain obtain, any Lien upon any property or assets of the Borrower RW or any Subsidiary Newco (or upon any revenues, income or profits of either RW or Newco therefrom) or (iv) result in the Borrower revocation, cancellation, suspension or material modification, individually or in the aggregate, of any Subsidiary therefrom). No Governmental Approval possessed by RW or Newco at the date hereof and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Professional Code. (d) Except for (i) the filing of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to be obtained, and no reports or notices to or filings with any Governmental Authority are required to be made, by the Borrower made for the execution, delivery or performance by the Borrower RW or Newco of the Loan Transaction Documents or to which it is a party, the enforcement against RW or Newco, as the Borrower case may be, of its obligations thereunder or the incurrence effectuation of the Indebtedness Merger and the other Obligations by the Borrower pursuant theretotransactions contemplated thereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, and the incurrence of the Indebtedness and other Obligations contemplated hereby and thereby, are within its power and authority under its Charter Documents and the DRULPA and have been duly authorized by all proceedings required under its Charter Documents and the DRULPA. This Agreement Agreement, the Notes, and the Notes Security Documents have been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Agent will have been, duly executed and delivered by the Borrower and are, or when so delivered will be, the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents to which it is a party, and the incurrence of Indebtedness and other Obligations pursuant thereto, do not and will not (a) violate, breach or constitute a default under (i) the Charter Documents of the Borrower or any Subsidiary, (ii) any Governmental Requirement applicable to the Borrower or any Subsidiary or (iii) any other Material Agreement of the Borrower or any Subsidiary, (b) result in the acceleration or mandatory prepayment of any Indebtedness of the Borrower or any Subsidiary or afford any holder of any such Indebtedness the right to require the Borrower or any Subsidiary to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness or (c) cause or result in the imposition of or afford any Person the right to obtain any Lien upon any property or assets Property of the Borrower or any Subsidiary (or upon any revenues, income or profits of the Borrower or any Subsidiary therefrom)) other than the Liens created by the Loan Documents. No Governmental Approvals are required to be obtainedobtained or made, and no reports or notices to any Governmental Authority are required to be made, by the Borrower for the execution, delivery or performance by the Borrower of the Loan Documents or the enforcement against the Borrower of its obligations thereunder or the incurrence of the Indebtedness and other Obligations by the Borrower pursuant thereto, other than the recording of the Mortgages and the filing of the UCC financing statements as contemplated in the Loan Documents.

Authorization; Enforceability; Absence of Conflicts; Required Consents. The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, and the incurrence of the Indebtedness and other Secured Obligations contemplated hereby and thereby, are within its power and authority under its Charter Documents and the DRULPA and have been duly authorized by all proceedings required under its Charter Documents and the DRULPA. This Agreement Agreement, the Notes, and the Notes Security Documents have been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Agent will have been, duly executed and delivered by the Borrower and are, or when so delivered will be, the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents to which it is a party, and the incurrence of Indebtedness and other Secured Obligations pursuant thereto, do not and will not (a) violate, breach or constitute a default under (i) the Charter Documents of the Borrower or any SubsidiarySubsidiary Guarantor, (ii) any Governmental Requirement applicable to the Borrower or any Subsidiary Guarantor or (iii) any other Material Agreement of the Borrower or any SubsidiarySubsidiary Guarantor, (b) result in the acceleration or mandatory prepayment of any Indebtedness with an outstanding principal amount of $15,000,000 or more of the Borrower or any Subsidiary Guarantor or afford any holder of any such Indebtedness the right to require the Borrower or any Subsidiary Guarantor to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness or (c) cause or result in the imposition of or afford any Person the right to obtain any Lien upon any property or assets Property of the Borrower or any Subsidiary Guarantor (or upon any revenues, income or profits of the Borrower or any Subsidiary Guarantor therefrom)) other than the Liens created by the Loan Documents. No Governmental Approvals are required to be obtainedobtained or made, and no reports or notices to any Governmental Authority are required to be made, by the Borrower for the execution, delivery or performance by the Borrower of the Loan Documents or the enforcement against the Borrower of its obligations thereunder or the incurrence of the Indebtedness and other Secured Obligations by the Borrower pursuant thereto, other than the recording of the Mortgages and the filing of the UCC financing statements as contemplated in the Loan Documents.

Authorization; Enforceability; Absence of Conflicts; Required Consents. The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, and the incurrence of the Indebtedness and other Obligations contemplated hereby and thereby, are within its power and authority under its Charter Documents and the DRULPA and have been duly authorized by all proceedings required under its Charter Documents and the DRULPA. This Agreement Agreement, the Notes, and the Notes Security Documents have been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Agent will have been, duly executed and delivered by the Borrower and are, or when so delivered will be, the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents to which it is a party, and the incurrence of Indebtedness and other Obligations pursuant thereto, do not and will not (a) violate, breach or constitute a default under (i) the Charter Documents of the Borrower or any Subsidiary, (ii) any Governmental Requirement applicable to the Borrower or any Subsidiary or (iii) any other Material Agreement of the Borrower or any Subsidiary, (b) result in the acceleration or mandatory prepayment of any Indebtedness of the Borrower or any Subsidiary or afford any holder of any such Indebtedness the right to require the Borrower or any Subsidiary to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness or (c) cause or result in the imposition of or afford any Person the right to obtain any Lien upon any property or assets Property of the Borrower or any Subsidiary (or upon any revenues, income or profits of the Borrower or any Subsidiary therefrom)) other than the Liens created by the Loan Documents. No Governmental Approvals are required to be obtainedobtained or made, and no reports or notices to any Governmental Authority are required to be made, by the Borrower for the execution, delivery or performance by the Borrower of the Loan Documents or the enforcement against the Borrower of its obligations thereunder or the incurrence of the Indebtedness and other Obligations by the Borrower pursuant thereto, other than the recording of the Mortgages and the filing of the UCC financing statements as contemplated in the Loan Documents.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower ARS of this Agreement and each other Loan Transaction Document to which it is a party, and the incurrence effectuation of the Indebtedness Acquisition and the other Obligations transactions contemplated hereby and thereby, are within its corporate power and authority under its Charter Documents and the DRULPA applicable Governmental Requirements of the State of Delaware and have been duly authorized by all proceedings proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the DRULPA. applicable Governmental Requirements of its Organization State. (b) This Agreement and the Notes have has been, and each of the other Loan Transaction Documents to which the Borrower ARS is a party party, when executed and delivered to the Agent other parties thereto (or, in the case of the Certificates of Merger, if any, the applicable Governmental Authorities), will have been, duly executed and delivered by the Borrower it and areis, or when so executed and delivered will be, the its legal, valid and binding obligations of the Borrowerobligation, enforceable against the Borrower it in accordance with their respective its terms, subject to except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether such that enforceability is considered in a proceeding in equity or at law). . (c) The execution, delivery and performance in accordance with their respective terms by the Borrower ARS of the Loan Transaction Documents to which it is a party, and the incurrence of Indebtedness and other Obligations pursuant thereto, do party have not and will not (ai) violate, breach or constitute a default under (iA) the Charter Documents of the Borrower or any SubsidiaryARS, (iiB) any Governmental Requirement applicable to the Borrower or any Subsidiary ARS or (iiiC) any other Material Agreement of the Borrower or any SubsidiaryARS, (bii) result in the acceleration or mandatory prepayment of any Indebtedness of the Borrower Indebtedness, or any Subsidiary Guaranty not constituting Indebtedness, of ARS or afford any holder of any such Indebtedness of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require the Borrower or any Subsidiary ARS to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness of that Indebtedness, or to perform any of those Guaranties, (ciii) cause or result in the imposition of of, or afford any Person the right to obtain obtain, any Lien upon any property or assets of the Borrower or any Subsidiary (or ARS(or upon any revenues, income or profits of the Borrower or any Subsidiary ARS therefrom). No , other than negative pledge covenants of ARS respecting the Capital Stock of its Subsidiaries and its other assets, or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by ARS at the date hereof and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Professional Code. (d) Except for (i) the filing of the Certificates of Merger, if any, with the applicable Governmental Authorities, and (ii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to be obtained, and no reports or notices to or filings with any Governmental Authority are required to be made, by the Borrower ARS for the execution, delivery or performance by the Borrower ARS of the Loan Transaction Documents or to which it is a party, the enforcement against the Borrower ARS of its obligations thereunder or the incurrence effectuation of the Indebtedness Acquisition and the other Obligations by the Borrower pursuant theretotransactions contemplated thereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The ---------------------------------------------------------------------- execution, delivery and performance by the Borrower each of WORK and Newco of this Agreement and each other Loan Transaction Document to which it is or will be a party, and the incurrence effectuation of the Indebtedness Merger and the other Obligations transactions contemplated hereby and thereby, are within its corporate power and authority under its Charter Documents and the DRULPA applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the DRULPA. applicable Governmental Requirements of its Organization State. (b) This Agreement and the Notes have has been, and each of the other Loan Transaction Documents to which the Borrower either of WORK or Newco is a party party, when executed and delivered to the Agent other parties thereto (or, in the case of the Certificate of Merger, the applicable Governmental Authorities), will have been, duly executed and delivered by the Borrower it and areis, or when so executed and delivered will be, the its legal, valid and binding obligations of the Borrowerobligation, enforceable against the Borrower it in accordance with their respective its terms, subject to except as enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). . (c) The execution, delivery and performance in accordance with their respective terms by the Borrower each of WORK and Newco of the Loan Transaction Documents to which it is a party, and the incurrence of Indebtedness and other Obligations pursuant thereto, party do not and will not (ai) violate, breach or constitute a default under (iA) the Charter Documents of the Borrower WORK or any SubsidiaryNewco, (iiB) any Governmental Requirement applicable to the Borrower WORK or any Subsidiary Newco or (iiiC) any other Material Agreement of the Borrower WORK or any SubsidiaryNewco, (bii) result in the acceleration or mandatory prepayment of any Indebtedness of the Borrower Indebtedness, or any Subsidiary Guaranty not constituting Indebtedness, of WORK or Newco or afford any holder of any such Indebtedness of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require the Borrower WORK or any Subsidiary Newco to redeem, purchase or otherwise acquire, reacquire or repay any such Indebtedness of that Indebtedness, or to perform any of those 38 Guaranties, (ciii) cause or result in the imposition of of, or afford any Person the right to obtain obtain, any Lien upon any property or assets of the Borrower WORK or any Subsidiary Newco (or upon any revenues, income or profits of either WORK or Newco therefrom) or (iv) result in the Borrower revocation, cancellation, suspension or material modification, in any Subsidiary therefrom). No single case or in the aggregate, of any Governmental Approval possessed by WORK or Newco at the date of this Agreement and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) Except for (i) the filing of the Certificate of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and a registration statement on Form 8-A with respect to the registration of the WORK Common Stock under the Exchange Act and the SEC order declaring those registration statements effective under the Securities Act and the Exchange Act, respectively, and (iii) as may be required by the HSR Act or applicable state securities or blue sky laws, no Governmental Approvals are required to be obtained, and no reports or notices to or filings with any Governmental Authority are required to be made, by the Borrower WORK or Newco for the execution, delivery or performance by the Borrower WORK or Newco of the Loan Transaction Documents or to which it is a party, the enforcement against WORK or Newco, as the Borrower case may be, of its obligations thereunder or the incurrence effectuation of the Indebtedness Merger and the other Obligations by the Borrower pursuant theretotransactions contemplated thereby.