Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company Borrower is duly authorized to borrow monies hereunder hereunder, and each of the Company Borrower and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company Borrower of this Agreement and by each of the Company and Borrower, each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws laws, limited liability company agreement, partnership agreement or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the CompanyBorrower, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Related Agreement to which it is a party, the Company each Borrower is duly authorized to borrow monies hereunder hereunder, and each of the Company Borrower and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company each Borrower of this Agreement and by each of the Company Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company each Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of the Company any Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company any Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Companyany Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents), in each case of the foregoing clauses (a), (b)(i) and (b)(iii) and (c), except where the failure to obtain such consent or approval, such conflict or the creation or imposition of such Lien could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder under this Agreement and each of the Company and each other Loan Party is and will continue to be duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunderunder this Agreement, do not and will not (ai) require any consent or approval of any governmental agency or authority (other than any consent or approval which that has not been obtained and is in full force and effect), or (bii) conflict with (ia) any provision of law, (iib) the charter, articles of incorporation or by-laws or other organizational documents of the Company or any other Loan Party or Party, (iiic) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is document binding upon the Company or any other Loan Party or any of their respective properties or assets or (cd) any court or administrative order or decree applicable to the Company, and do not and will not require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary Company or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents)Party.

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).or

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver this Amendment, each Loan Document to which it is a party, the Company Borrower is duly authorized to borrow monies hereunder under the Agreement and each of the Company and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, this Amendment do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), ; (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents or governing documents of the Company or any other Loan Party Party, or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties properties, or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral DocumentsDocuments or permitted by Section 11.2 of the Credit Agreement).;

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not not: (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with with: (i) any provision of law, (ii) the charter, by-laws bylaws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral DocumentsDocuments and, prior to the Refinancing Trigger Date and in no event thereafter, Liens securing only the Pari Passu Debt).

Authorization; No Conflict. Each of the Borrower, the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company Borrower is duly authorized to borrow monies hereunder and each of the Borrower, the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by each of the Borrower and the Company of this Agreement and by each of the Borrower, the Company and each other Loan Party of each other Loan Document to which it is a party, and the borrowings by the Company Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Borrower, the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Borrower, the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrower, the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Transaction Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company Borrower is duly authorized to borrow monies hereunder and each of the Company and each other Loan Transaction Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Transaction Party of each Loan Document to which it is a party, and the borrowings by the Company Borrower hereunder, do not and will not (a) require any consent or approval approval, including permits and/or licenses of any governmental agency or authority (other than any consent consent, approval, license or approval permit which has been obtained and is in full force and effecteffect or any license or permit, the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Transaction Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Transaction Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Transaction Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each agreement memorializing the Related Transactions to which it is a party, the Company is Borrower and Co-Borrower are duly authorized to borrow monies hereunder hereunder, and each of the Company Borrower and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company Borrower and Co-Borrower of this Agreement and by each of the Company Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company Borrower and Co-Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of the Company Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the CompanyBorrower, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the The Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company each Borrower is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company each Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any material agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon the Company or Company, any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary Company or any other Loan Party (other than Permitted Liens and Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Note Party and Subsidiary is duly authorized to execute and deliver each Loan Investment Document and each Related Agreement to which it is a party, the such Company is duly authorized to borrow monies hereunder hereunder, and each of the Company and each other Loan Note Party and Subsidiary is duly authorized to perform its obligations Obligations under each Loan Investment Document to which it is a party. The execution, delivery and performance by the Company Companies of this Agreement and by each of the Company and each other Loan Note Party of each Loan Investment Document to which it is a party, and the borrowings by the Company Companies hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of the any Company or any other Loan Note Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company Companies or any other Loan Note Party or any of their respective properties in such manner which could reasonably be expected to have a Materially Adverse Effect or (c) require, or result in, the creation or imposition of any Lien on any asset of the CompanyCompanies, any Subsidiary or any other Loan Note Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company Borrower is duly authorized to borrow monies hereunder hereunder, and each of the Company and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company Borrower of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Loan Party or any Subsidiary or of any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent Bank created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which that has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which that is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company Borrower is duly authorized to borrow monies hereunder hereunder, and each of the Company and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company Borrower of this Agreement and by each of the Company Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company Borrower hereunder, have been duly authorized by all necessary organizational action and do not and will not (a) require any consent or approval of any governmental agency or authority Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of lawapplicable law in any material respect, (ii) the charter, by-laws or other organizational documents of the Company or any other such Loan Party Party, or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, Material Contract to which is binding upon the Company or any other such Loan Party or any is a party, except, in the case of their respective properties this clause (iii), as would not reasonably be expected to have a Material Adverse Effect or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral DocumentsPermitted Liens).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, execution and delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the performance by the Company and each other Loan Party of its respective obligations hereunder and thereunder, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized has the corporate power and corporate authority to execute and deliver each Loan Document to which it is a party, Borrowers have the Company is duly authorized corporate power and corporate authority to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company Borrowers hereunder, have been duly authorized by all requisite corporate action and do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties properties, except with respect to this clause (iii), where such conflict could not reasonably be expected to have a Material Adverse Effect or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company each Borrower is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company Borrowers of this Agreement and by each of the Company Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company Borrowers hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company a Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company a Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Companya Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents)Party.

Authorization; No Conflict. Each of the The Company and each other Loan Party is -------------------------- duly authorized to execute and deliver each Loan Document to which it is a party, ; the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company All necessary and appropriate action has been taken by each Loan Party in order to, and each other Loan Party has full power, right and authority, and is duly authorized authorized, to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder party and each of the Company and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party, and Borrowers are duly authorized to borrow monies hereunder. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company Borrowers hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority 3193012v9/28370-0031 (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws laws, operating agreement, partnership agreement or other organizational documents of the Company or any other Loan Party and any Subsidiary thereof or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective Subsidiaries or properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Loan Document to which any Loan Party is a party has been executed on behalf of such Loan Party by a legally competent Person duly authorized to do so, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of of, filing with or notice to, any governmental agency Governmental Authority or authority any other Person (other than any consent or approval which has been obtained and or filing or notice which has been made, and, in each case, which is in full force and effect), (b) conflict with (i) any provision of lawLaw, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents)Party.

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each of the Company and ASG is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company and ASG of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company and ASG hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan -------------------------- Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent Bank created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to grant Liens to the Administrative Agent for the benefit of the Lenders and to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effectthe Confirmation Order), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) except for Liens in favor of the Administrative Agent for the benefit of the Lenders, require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents)Party.

Authorization; No Conflict. Each of the Company Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Related Agreement to which it is a party, the Company Borrower is duly authorized to borrow monies hereunder hereunder, and each of the Company Borrower and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company Borrower of this Agreement and by each of the Company Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of the Company Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the CompanyBorrower, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the 37 borrowings by the Company hereunder, do not and will not not: (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with with: (i) any provision of law, (ii) the charter, by-laws bylaws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral DocumentsDocuments and Liens securing only the Pari Passu Debt which is otherwise expressly permitted hereunder).

Authorization; No Conflict. Each of the Company Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company Borrower is duly authorized to borrow monies hereunder hereunder, and each of the Company Borrower and each other Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company Borrower of this Agreement and by each of the Company and Borrower, each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws laws, limited liability company agreement, partnership agreement or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the CompanyBorrower, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each of the Company and each other Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each of the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of the Company or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).is