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

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken all necessary action (including any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the Commitments. This Agreement has 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 is, or when so delivered will be, a legal, valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. 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 each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on the Agreement Date or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower under, (i) any Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder Loans and have Letters of Credit issued in the unused maximum amount of the Commitmentsavailable hereunder. This Agreement has been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents to which it is a partyDocuments, and each borrowing hereunderof Loans and issuance of Letters of Credit, whether or not in the maximum amount of the unused Commitmentsthen available hereunder, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained or any Governmental Registration to have been made, by the Borrower or any Significant Subsidiary, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date Date, are listed on Schedule 3.03, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Significant Subsidiary under, (i) any Contract to which the Borrower or any Significant Subsidiary is a party or by which the Borrower or any Significant Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower Pledgor has the power, and has taken all necessary action (including any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the CommitmentsCollateral Documents. This Agreement has beenbeen duly executed and delivered by the Pledgor and is, and each of the other Loan Collateral Documents to which the Borrower is a party when delivered to the Agent will have been, duly executed and delivered by the Borrower and is, or when so delivered Secured Party will be, a the legal, valid and binding agreement of the BorrowerPledgor, enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generallygenerally or general principles of equity. The execution, delivery and performance in accordance with their respective terms by the Borrower Pledgor of the Loan Collateral Documents to which it is a party, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do does not and (( absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders any Subsidiary of the Borrower, to have been obtained Pledgor or any Governmental Registration to have been madeconsent or approval of the member of the Pledgor or any of its Subsidiaries, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date Date, are listed on Schedule 2.01, or (b) violate, violate or conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower Pledgor under, (i) any Contract to which the Borrower Pledgor or any of its Subsidiaries is a party or by which the Borrower Pledgor or any of its Subsidiaries or any of their respective properties may be bound or (ii) any Applicable LawLaw which could reasonably be expected to have a Materially Adverse Effect on (x) any Loan Document or (y) the Collateral.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken or caused to be taken all necessary action (including any necessary stockholder action) to authorize itthe Borrower, to execute, deliver and perform in accordance with their respective terms of the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the Commitments. This Agreement has been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generallygenerally and (ii) general principles of equity. The execution, delivery and performance in accordance with their respective terms by the Borrower of this Agreement and the other Loan Documents to which it is a party, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent third-party permit, license or approval, including any consent or approval of the stockholders any Subsidiary or any consent or approval of the Borrower, to have been obtained shareholders of the Borrower or any Governmental Registration to have been madethe shareholders of its Subsidiaries, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date Date, are listed on Schedule 3.03, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower under, or any Subsidiary under (i) any Contract to which the Borrower is a party or by which the Borrower or any Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the Commitmentsunused Total Commitment. This Agreement has been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Agent Arranging Agents will have been, duly executed and delivered by the Borrower and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generallygenerally and by general principles of equity. 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 each borrowing hereunder, whether or not in the amount of the unused CommitmentsTotal Commitment, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval of the stockholders or the partners, as the case may be, of the Borrower, to have been obtained Borrower or any Governmental Registration to have been madeSubsidiary, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or madeobtained, as the case may be, are in full force and effect and are final and not subject to review on appeal or to collateral attackattack and, and are in full force and the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date Date, are listed on Schedule 3.03 or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Subsidiary under, (i) any Contract to which the Borrower or any Subsidiary is a party or by which the Borrower or any Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law, except for such violations, conflicts, breaches or defaults of or under, or Liens resulting from or created under, Contracts or Applicable Law (A) so long as, in the case of any Contract, such Contract is not expressly identified or contemplated herein or in any other Loan Document, and no Loan Party is party thereto, or, in the case of Applicable Law, such Applicable Law is not applicable to the Borrower, or, in the case of any such Lien, such Lien does not attach to any property of the Borrower, (B) that could not reasonably be expected to expose any Agent or Bank to any liability, loss, cost or expense and (C) that, either alone or in conjunction with all other such violations, breaches or defaults, could not have a Materially Adverse Effect on (x) the Borrower and the Restricted Subsidiaries taken as a whole or (y) any Material Loan Document.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken all necessary action (including any necessary stockholder action) to authorize it, it to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the Commitments. This Agreement has 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 is, or when so delivered will be, a legal, valid and binding agreement of the Borrower, assuming the due authorization, execution and delivery by each other party thereto, enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generallygenerally or general principles of equity. The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents to which it is a partyDocuments, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval any partner of the stockholders Borrower or any member of the Borrowerany AEE Entity, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on the Agreement Date or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower under, (i) any Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound or (ii) any Applicable Law.and

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the Commitmentsunused Total Commitment. This Agreement has been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Agent Arranging Agents and the Managing Agents will have been, duly executed and delivered by the Borrower and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generallygenerally and by general principles of equity. 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 each borrowing hereunder, whether or not in the amount of the unused CommitmentsTotal Commitment, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval of the stockholders or the partners, as the case may be, of the Borrower, to have been obtained Borrower or any Governmental Registration to have been madeSubsidiary, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or madeobtained, as the case may be, are in full force and effect and are final and not subject to review on appeal or to collateral attackattack and, and are in full force and the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date Date, are listed on Schedule 3.03 or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Subsidiary under, (i) any Contract to which the Borrower or any Subsidiary is a party or by which the Borrower or any Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law, except for such violations, conflicts, breaches or defaults of or under, or Liens resulting from or created under, Contracts or Applicable Law (A) so long as, in the case of any Contract, such Contract is not expressly identified or contemplated herein or in any other Loan Document, and no Loan Party is party thereto, or, in the case of Applicable Law, such Applicable Law is not applicable to any Loan Party, or, in the case of any such Lien, such Lien does not attach to any property of the Borrower, (B) that could not reasonably be expected to expose any Agent or Bank to any liability, loss, cost or expense and (C) that, either alone or in conjunction with all other such violations, breaches or defaults, could not have a Materially Adverse Effect on (x) the Borrower and the Consolidated Subsidiaries taken as a whole, (y) any Material Loan Document or (z) the Collateral.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) on the part of the Borrower to authorize it, to execute, deliver and perform in accordance with their respective terms the Borrower Loan Documents to which it is a party and to borrow hereunder in the unused amount of the CommitmentsCommitment. This Agreement has been, and each of the other Borrower Loan Documents to which the Borrower is a party when delivered to the Agent Bank will have been, duly executed and delivered by the Borrower and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generallygenerally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The execution, delivery and performance in accordance with their respective terms by the Borrower of the Borrower Loan Documents to which it is a partyDocuments, and each borrowing hereunder, whether or not in the amount of the unused CommitmentsCommitment, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval of the stockholders of the Borrower, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to further review on appeal or to collateral attackappeal, and are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date Date, are listed on Schedule 3.03, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of any of the Borrower Loan Party under, (i) any Contract to which the Borrower any Loan Party is a party or by which the Borrower any Loan Party or any of its their respective properties may be bound or (ii) any Applicable LawLaw binding upon any Loan Party or any of their respective properties.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Such Borrower has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the Commitmentssuch Borrower's Availability. This Agreement has 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 such Borrower and is, or when so delivered will be, a legal, valid and binding agreement obligation of the such Borrower, enforceable against the such Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance in accordance with their respective terms by the such Borrower of the Loan Documents to which it is a partyDocuments, and each borrowing hereunder, whether or not in the amount of the unused Commitmentssuch Borrower's Availability, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the such Borrower, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date Date, are listed on Schedule 3.03, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the such Borrower or any Significant Subsidiary under, (i) the charter or by-laws of such Borrower, (ii) any Contract to which the such Borrower or any Subsidiary is a party or by which the such Borrower or any Subsidiary or any of its their respective properties may be bound or (iiiii) any Applicable Law, other than, in the case of clause (b)(ii) or (b)(iii), any such violation, conflict, breach or default that (A) could not, singly or in the aggregate, have a Materially Adverse Effect on (x) such Borrower and its Significant Subsidiaries taken as a whole or (y) any Loan Document and (B) could not reasonably be expected to expose the Agent, any Swing Loan Lender or any Bank to any loss, liability or expense.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower Such Loan Party has the power, and has taken all necessary action (including any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents and Transaction Documents to which it is party and to exercise its rights under the License Agreement and the other Transaction Documents to which it is a party and to borrow hereunder in the unused amount of the Commitmentsparty. This Agreement has been, and each of the other Loan Documents to which the Borrower it is a party when delivered to the Agent Lenders will have been, duly executed and delivered by the Borrower such Loan Party and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower such Loan Party of the Loan Documents and the Transaction Documents to which it is a party, and each and, in the case of the Borrower, the borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or any applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained or any Governmental Registration to have been made, other than (i) Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on and copies of which have been delivered to the Agreement Date Lenders and (ii) the filing of financing statements under the Code necessary and sufficient to perfect the security interests created pursuant to this Agreement, or (b) violate, conflict with, result in a breach of, constitute a default under, require the consent or approval of any Person (other than the Baxalta Consent and Direction and the Roche Consent and Direction), or, except as expressly contemplated in the Loan Documents, result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower such Loan Party under, (i) any Contract to which the Borrower such Loan Party is a party or by which the Borrower such Loan Party or any of its properties may be bound or (ii) any Applicable Law. Each of the Transaction Documents to which such Loan Party is a party is in full force and effect, and has not been amended, modified or supplemented.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower Each Loan Party has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder and, in the unused amount case of the CommitmentsBorrower, to obtain Credit Extensions hereunder. This Agreement has been, and each of the other Loan Documents to which the Borrower a Loan Party is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower each Loan Party that is a party thereto and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium Debtor Relief Laws and by equitable principles regardless of whether considered in a proceeding in equity or similar laws affecting the enforcement of creditors' rights generallyat law. The execution, delivery and performance in accordance with their respective terms by the Borrower Loan Parties of the Loan Documents to which it is a partythey are parties, and each borrowing Credit Extension hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law applicable Laws or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained Borrower or any Governmental Registration to have been madeRestricted Subsidiary, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such Governmental Approval or other consent or approval required under any applicable Law or Contract as in effect on the Agreement Date Closing Date, are listed on Schedule 6.03 and other than Governmental Approvals and other consents and approvals the failure of which to obtain, singly or in the aggregate, has not had and will not have a Material Adverse Effect, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than Liens securing the Security InterestObligations) upon any assets of the Borrower or any Restricted Subsidiary under, (i) any Contract to which the Borrower or any Restricted Subsidiary is a party or by which the Borrower or any Restricted Subsidiary or any of its their respective properties may be bound or (ii) any Applicable applicable Law, in each case other than such violations, conflicts, breaches, defaults and Liens that, singly or in the aggregate, have not had and will not have a Material Adverse Effect.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower (a) Each Loan Party has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and and, in the case of the Borrower, to borrow hereunder in the unused amount of the Commitments. . (b) This Agreement has been, and each of the other Loan Documents to which the Borrower each Loan Party is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower each Loan Party that is a party thereto and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. . (i) The execution, delivery and performance in accordance with their respective terms by each Loan Party of the Loan Documents to which it is party, (ii) each borrowing hereunder, whether or not in the amount of the unused Commitments and (iii) the operation of the Broadcast Business of LIN Television, the Borrower and the Restricted Subsidiaries do not and will not require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or of the stockholders of LIN Television, the Borrower or any Subsidiary, other than (A) Governmental Approvals and other consents and approvals that have been duly obtained, are final and not subject to review on appeal or to collateral attack, are in full force and effect and, in the case of any such Governmental Approval or other consent or approval required under any Applicable Law or Contract as in effect on the Restated Agreement Date, are listed on SCHEDULE 3.03, and (B) in the case of the operation of the Broadcast Business of LIN Television, the Borrower and the Restricted Subsidiaries, Governmental Approvals the lack of which, singly or in the aggregate, has not had and could not have a Materially Adverse Effect on the Borrower and the Restricted Subsidiaries taken as a whole. (i) The execution, delivery and performance in accordance with their respective terms by each Loan Party of the Loan Documents to which it is a party, and (ii) each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on the Agreement Date or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of LIN Television, the Borrower or any Restricted Subsidiary under, (iA) any Contract Material Agreement to which LIN Television, the Borrower or any Restricted Subsidiary is a party or by which LIN Television, the Borrower or any Restricted Subsidiary or any of its their respective properties may be bound or (iiB) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower Such Loan Party has the power, and has taken all necessary action (including any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents and Transaction Documents to which it is party and to exercise its rights under the License Agreement and the other Transaction Documents to which it is a party and to borrow hereunder in the unused amount of the Commitmentsparty. This Agreement has been, and each of the other Loan Documents and the Transaction Documents to which the Borrower it is a party when delivered to the Agent Lender will have been, duly executed and delivered by the Borrower such Loan Party and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower such Loan Party of the Loan Documents and the Transaction Documents to which it is a party, and each and, in the case of the Borrower, the borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or any applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained or any Governmental Registration to have been made, other than (i) Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on and copies of which have been delivered to the Agreement Date Lender and (ii) the filing of financing statements under the Code necessary and sufficient to perfect the security interests created pursuant to this Agreement, or (b) violate, conflict with, result in a breach of, constitute a default under, require the consent or approval of any Person, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower such Loan Party under, (i) any Contract to which the Borrower such Loan Party is a party or by which the Borrower such Loan Party or any of its properties may be bound (other than this Agreement) or (ii) any Applicable Law; provided that any representation and warranty made under this sentence in connection with (x) the borrowing of the Loans and/or (y) Liens on the Collateral, shall not be made prior to the Closing Date. Each of the Transaction Documents to which such Loan Party is a party is in full force and effect, and has not been amended, modified or supplemented.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower Such Account Party has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the Commitments. This Agreement has been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower such Account Party and is, or when so delivered will be, a legal, valid and binding agreement of the Borrowersuch Account Party, enforceable against the Borrower such Account Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower such Account Party of the Loan Documents to which it is a partyDocuments, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrowersuch Account Party or any Subsidiary, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on the Agreement Date or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower such Account Party or any Material Subsidiary under, (i) any material Contract to which the Borrower such Account Party or such Subsidiary is a party or by which the Borrower such Account Party or such Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower Borrower, ANI and each Restricted Subsidiary has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and and, in the case of the Borrower, to borrow hereunder in the unused amount of the Commitments. This Agreement has been, and each of the other Loan Documents to which the Borrower Borrower, ANI or any Restricted Subsidiary is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower Borrower, ANI and each Restricted Subsidiary that is a party thereto and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generallygenerally and by equitable principles regardless of whether considered in a proceeding in equity or at law. The execution, delivery and performance in accordance with their respective terms by the Borrower Borrower, ANI and the Restricted Subsidiaries of the Loan Documents to which it is a partythey are parties, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained ANI or any Governmental Registration to have been madeRestricted Subsidiary, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such Governmental Approval or other consent or approval required under any Applicable Law or Contract as in effect on the Restated Agreement Date Date, are listed on Schedule 3.03, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Restricted Subsidiary under, (i) any Contract to which ANI, the Borrower or any Restricted Subsidiary is a party or by which ANI, the Borrower or any Restricted Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the Commitments. This Agreement has been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower and is, or when so delivered will be, a legal, valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents to which it is a partyDocuments, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the BorrowerBorrower or any Subsidiary, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on the Agreement Date 11 or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Material Subsidiary under, (i) any Contract to which the Borrower or such Subsidiary is a party or by which the Borrower or such Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower Each of RBMG and RBMG Mortgage has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, it to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the CommitmentsCommitments available to it. This Agreement has 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 RBMG and is, or when so delivered will be, a legal, valid and binding agreement obligation of RBMG or RBMG Mortgage, as the Borrowercase may be, enforceable against RBMG or RBMG Mortgage, as the Borrower case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower RBMG and RBMG Mortgage of the Loan Documents to which it is a party, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval of the stockholders of the Borrower, to have been obtained RBMG or any Governmental Registration to have been madeSubsidiary, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date Effective Date, are listed on Schedule Annex C-3, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require 128 the creation of any Lien (other than the Security Interest) upon any assets of the Borrower RBMG or any Subsidiary under, (i) any Contract to which the Borrower RBMG or any Subsidiary is a party or by which the Borrower RBMG or any Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower and each Subsidiary has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and and, in the case of the Borrower, to borrow hereunder in the unused amount of the Commitments. This Agreement has been, and each of the other Loan Documents to which the Borrower or any Subsidiary is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower and each Subsidiary that is a party thereto and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generallygenerally and by equitable principles regardless of whether considered in a proceeding in equity or at law. The execution, delivery and performance in accordance with their respective terms by the Borrower and the Subsidiaries of the Loan Documents to which it is a partythey are parties, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained Borrower or any Governmental Registration to have been madeSubsidiary, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such Governmental Approval or other consent or approval required under any Applicable Law or Contract as in effect on the Agreement Date Date, are listed on SCHEDULE 3.03, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Subsidiary under, (i) any Contract to which ANI, the Borrower or any Subsidiary is a party or by which ANI, the Borrower or any Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken all necessary action (including any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the Commitments. This Agreement has 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 is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents to which it is a partyDocuments, and each borrowing Credit Extension hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on and copies of which (certified in a manner satisfactory to the Agreement Date Agent) have been delivered to each Bank, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Subsidiary under, (i) any Contract to which the Borrower or any Subsidiary is a party or by which the Borrower or any Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the corporate power, and has taken all necessary corporate action (including including, if necessary, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms this Agreement and the Loan Documents to which it is a party Notes and to borrow hereunder in the unused amount of the Commitments. This Agreement has been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Agent will have been, been duly executed and delivered by the Borrower and is, or and each of the Notes when so delivered to the Banks will be, a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower of this Agreement and the Loan Documents to which it is a partyNotes, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval Approval, any consent or approval of the Borrower or any other consent of its Subsidiaries or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained Borrower or any Governmental Registration to have been made, of its Subsidiaries other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or madeand, except for Governmental Approvals and consents and approvals required as the case may bea result of a Regulatory Change, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on the Agreement Date or (b) violate, violate or conflict with, result in a breach of, or constitute a default under, or result in or require the creation of any Lien under (other than the Security Interest) upon any assets of the Borrower under, (iI) any Contract to which the Borrower or any of its Subsidiaries is a party or by which the Borrower any of them or any of its their respective properties may be bound or (ii) any Applicable Law, except for violations, conflicts, breaches or defaults that, singly and in the aggregate, have not had and are not reasonably likely to have a Materially Adverse Effect on the Borrower and its Subsidiaries taken as a whole or on this Agreement or (c) result in or require the creation of any Lien upon any assets of the Borrower or any of its Subsidiaries.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) on the part of the Borrower to authorize it, to execute, deliver and perform in accordance with their respective terms the Borrower Loan Documents to which it is a party and to borrow hereunder in the unused amount of the CommitmentsCommitment. This Agreement has been, and each of the other Borrower Loan Documents to which the Borrower is a party when delivered to the Agent Bank will have been, duly executed and delivered by the Borrower and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generallygenerally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The execution, delivery and performance in accordance with their respective terms by the Borrower of the Borrower Loan Documents to which it is a partyDocuments, and each borrowing hereunder, whether or not in the amount of the unused CommitmentsCommitment, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval of the stockholders of the Borrower, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such required under any Applicable Law or material Contract as in effect on the Agreement Date Date, are listed on Schedule 3.03, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of any of the Borrower Loan Party under, (i) any material Contract to which the Borrower any Loan Party is a party or by which the Borrower any Loan Party or any of its their respective properties may be bound or (ii) any Applicable LawLaw binding upon any Loan Party or any of their respective properties.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower Such Loan Party has the power, and has taken all necessary action (including any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents and Transaction Documents to which it is party and to exercise its rights under the License Agreement and the other Transaction Documents to which it is a party and to borrow hereunder in the unused amount of the Commitmentsparty. This Agreement has been, and each of the other Loan Documents to which the Borrower it is a party when delivered to the Agent Lender will have been, duly executed and delivered by the Borrower such Loan Party and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower such Loan Party of the Loan Documents and the Transaction Documents to which it is a party, and each and, in the case of the Borrower, the borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or any applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained or any Governmental Registration to have been made, other than (i) Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on and copies of which have been delivered to the Agreement Date Lender and (ii) the filing of financing statements under the Code necessary and sufficient to perfect the security interests created pursuant to this Agreement, or (b) violate, conflict with, result in a breach of, constitute a default under, require the consent or approval of any Person, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower such Loan Party under, (i) any Contract to which the Borrower such Loan Party is a party or by which the Borrower such Loan Party or any of its properties may be bound or (ii) any Applicable Law. Each of the Transaction Documents to which such Loan Party is a party is in full force and effect, and has not been amended, modified or supplemented.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower Each Loan Party has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder and, in the unused amount case of the CommitmentsBorrower, to obtain Credit Extensions hereunder. This Agreement has been, and each of the other Loan Documents to which the Borrower a Loan Party is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower each Loan Party that is a party thereto and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium Debtor Relief Laws and by equitable principles regardless of whether considered in a proceeding in equity or similar laws affecting the enforcement of creditors' rights generallyat law. The execution, delivery and performance in accordance with their respective terms by the Borrower Loan Parties of the Loan Documents to which it is a partythey are parties, and each borrowing Credit Extension hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law applicable Laws or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained Borrower or any Governmental Registration to have been madeRestricted Subsidiary, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such Governmental Approval or other consent or approval required under any applicable Law or Contract as in effect on the Agreement Date Closing Date, are listed on SCHEDULE 6.03 and other than Governmental Approvals and other consents and approvals the failure of which to obtain, singly or in the aggregate, has not had and will not have a Material Adverse Effect, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than Liens securing the Security InterestObligations) upon any assets of the Borrower or any Restricted Subsidiary under, (i) any Contract to which the Borrower or any Restricted Subsidiary is a party or by which the Borrower or any Restricted Subsidiary or any of its their respective properties may be bound or (ii) any Applicable applicable Law, in each case other than such violations, conflicts, breaches, defaults and Liens that, singly or in the aggregate, have not had and will not have a Material Adverse Effect.

Authorization; Enforceability; Required Consents; Absence of Conflicts. (a) As to the Borrower. The Borrower has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize itauthorize, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it the Borrower is a party and party, to borrow hereunder in the unused amount of the CommitmentsLoan Commitments and to have Letters of Credit or Steamship Indemnities issued for its account in the unused amount of the LC Commitment. This Agreement has been, and each of the other Loan Documents Documents, to which the Borrower is a party party, when delivered to the Agent will have been, duly executed and delivered by the Borrower and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. 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 each borrowing hereunder, whether or not in the amount of the unused Loan Commitments, and the issuance of each Letter of Credit or Steamship Indemnity hereunder, whether or not in the amount of the unused LC Commitment, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any consent or approval required under any Applicable Law or Contract as in effect on the Agreement Date Closing Date, are listed on Schedule 3.03, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Subsidiary under, (i) any Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower and each Restricted Subsidiary has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and and, in the case of the Borrower, to borrow hereunder in the unused amount of the Commitments. This Agreement has been, and each of the other Loan Documents to which the Borrower or any Restricted Subsidiary is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower and each Restricted Subsidiary that is a party thereto and is, or when so delivered will be, a legal, valid and binding agreement obligation of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generallygenerally and by equitable principles regardless of whether considered in a proceeding in equity or at law. The execution, delivery and performance in accordance with their respective terms by the Borrower and the Restricted Subsidiaries of the Loan Documents to which it is a partythey are parties, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the Borrower, to have been obtained Borrower or any Governmental Registration to have been madeRestricted Subsidiary, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may beobtained, are final and not subject to review on appeal or to collateral attack, and are in full force and effect and, in the case of any such Governmental Approval or other consent or approval required under any Applicable Law or Contract as in effect on the Restated Agreement Date Date, are listed on Schedule 3.03, or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Restricted Subsidiary under, (i) any Contract to which the Borrower or any Restricted Subsidiary is a party or by which the Borrower or any Restricted Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents; Absence of Conflicts. The Borrower has the power, and has taken all necessary action (including including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and to borrow hereunder in the unused amount of the Commitments. This Agreement has been, and each of the other Loan Documents to which the Borrower is a party when delivered to the Administrative Agent will have been, duly executed and delivered by the Borrower and is, or when so delivered will be, a legal, valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents to which it is a partyDocuments, and each borrowing hereunder, whether or not in the amount of the unused Commitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of the stockholders of the BorrowerBorrower or any Subsidiary, to have been obtained or any Governmental Registration to have been made, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, and are in full force and effect on the Agreement Date or (b) violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Material Subsidiary under, (i) any Contract to which the Borrower or such Subsidiary is a party or by which the Borrower or such Subsidiary or any of its their respective properties may be bound or (ii) any Applicable Law.