Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, and each of Borrower 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 Borrower of this Agreement and by each of Borrower, each Loan Party of each Loan Document to which it is a party, and the borrowings by 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, limited liability company agreement, partnership agreement or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any 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 Borrower, any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrowerthe 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 Borrower (a) The execution, delivery and performance by each other Loan Party is duly authorized to execute and deliver of each Loan Document to which it is a party, Borrower is party has been duly authorized to borrow monies hereunder, by all necessary action on the part of each Loan Party that is party thereto and each of Borrower such Loan Document has been duly executed and delivered by each other such Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. party thereto. (b) The execution, delivery and performance by Borrower of this Agreement and by each of Borrower, each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower the Company hereunder, do not and will not (ai) 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), (bii) conflict with (iA) any provision of applicable lawLaw, (iiB) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of any Loan Party or (iiiC) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties properties, except with respect to clauses (A) or (cC) to the extent such conflict would not have a Material Adverse Effect or (iii) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents)Party.

Authorization; No Conflict. Each of Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, under this Agreement and each of Borrower the Company and each other Loan Party is and will continue to be duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower hereunderthe Company under 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 (ii) conflict with (a) any provision of law, (b) conflict with (i) the articles of incorporation or by-laws of the Company or any provision of applicable lawother Loan Party, (ii) the charter, by-laws, limited liability company agreement, partnership agreement or other organizational documents of any Loan Party or (iiic) any agreement, indenture, instrument or other document, document binding upon the Company or any judgment, order or decree, which is binding upon 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 Borrower, the Company or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents)Party.

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver this Amendment, each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, under the Agreement and each of Borrower 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 Borrower of this Agreement and by each of Borrower, each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement organizational documents or other organizational governing documents of any Loan Party Party, or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any 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 Borrower, any Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral DocumentsDocuments or permitted by Section 11.2 of the Credit Agreement).;

Authorization; No Conflict. Each of Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrowerthe 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 Borrower 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 Borrower is duly authorized to borrow monies hereunder, hereunder and each of Borrower the Borrower, 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 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 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, limited liability company agreement, partnership agreement 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 Borrower (a) The execution, delivery and performance by each other Loan Party is duly authorized to execute and deliver of each Loan Document to which it is a party, Borrower is party has been duly authorized to borrow monies hereunder, by all necessary action on the part of each Loan Party that is party thereto and each of Borrower such Loan Document has been duly executed and delivered by each other such Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The party thereto and (b) the execution, delivery and performance by Borrower of this Agreement and by each of Borrower, each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower the Company hereunder, do not and will not (ai) 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), (bii) conflict with (iA) any provision of applicable lawLaw, (iiB) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of the Company or any Loan Party Subsidiary or (iiiC) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Company, any Loan Party Subsidiary or any of their respective properties properties, except with respect to clauses (A) or (cC) to the extent such conflict would not have a Material Adverse Effect or (iii) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Loan Party (other than Liens in favor the creation or imposition of Agent created any Lien pursuant to the Collateral Security Documents).

Authorization; No Conflict. Each of Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrower, any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents).or

Authorization; No Conflict. Each of Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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, execution and delivery and performance by Borrower of this Agreement and by each of Borrower, 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 Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrowerthe 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 Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Borrowers of this Agreement and by each of Borrower, Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower the 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of 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 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 a Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents)Party.

Authorization; No Conflict. Each of Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrowerthe Company, any Subsidiary or any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents)Party.

Authorization; No Conflict. Each of Borrower the Companies and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower each of the Companies is duly authorized to borrow monies hereunder, hereunder and each of Borrower the Companies 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 Borrower each of the Companies of this Agreement and by each of Borrower, the Companies and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower the 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, limited liability company agreement, partnership agreement laws or other organizational documents of the Companies or any other Loan Party or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any of the Companies 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 Borrowerany of the Companies, 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 Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower each of the Company and ASG is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company and ASG of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrowerthe 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 Borrower 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, Borrower is duly authorized to borrow monies hereunder, party and each of Borrower and each other Loan Party is duly authorized to perform its 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 Borrower of this Agreement and by each of Borrower, each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company operating agreement, partnership agreement or other organizational documents of any 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 any 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 Borrower, any Loan Party (other than Liens in favor of Agent Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower 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, hereunder and each of Borrower 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 Borrower of this Agreement and by each of Borrower, each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable lawLaw, (ii) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any 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 Borrower, any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents)Party.

Authorization; No Conflict. Each of Borrower The Company and each other Loan Party is -------------------------- duly authorized to execute and deliver each Loan Document to which it is a party, Borrower ; the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company of this Agreement and by the Company and each of Borrower, each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrowerthe Company, any Subsidiary or any other Loan Party (other than Liens in favor of Agent Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower the Company and each other Loan -------------------------- Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrowerthe Company, any Subsidiary or any other Loan Party (other than Liens in favor of Agent the Bank created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower The Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower of this Agreement the Company and by each of Borrower, each other Loan Party of each Loan Document to which it is a party, and the borrowings by 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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, 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 Borrower, the 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 Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the 37 borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrowerthe 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 Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, and each of Borrower 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 Borrower of this Agreement and by each of Borrower, Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by 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 applicable lawlaw in any material respect, (ii) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of any 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 any 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 Borrower, any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral DocumentsPermitted Liens).

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower 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, hereunder and each of Borrower 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 Borrower of this Agreement and by each of Borrower, each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower the Company hereunder, do not and will not 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 applicable lawLaw, (ii) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any 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 Borrower, any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents)Party.

Authorization; No Conflict. Each of Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 any 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 Borrower, any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents).is

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, and each of Borrower 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 Borrower of this Agreement and by each of Borrower, each Loan Party of each Loan Document to which it is a party, and the borrowings by 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, limited liability company agreement, partnership agreement or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any 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 Borrower, any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower and each other Loan Transaction Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Borrower is duly authorized to borrow monies hereunder, hereunder and each of Borrower and each other Loan Transaction Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower, each Loan Transaction Party of each Loan Document to which it is a party, and the borrowings by the 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of any Loan Transaction Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any 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 Borrower, any Loan Transaction Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower 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, Borrower is duly authorized Borrowers have the corporate power and corporate authority to borrow monies hereunder, hereunder and each of Borrower 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 Borrower of this Agreement and by each of Borrower, each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any 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 Borrower, any Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower and each other Loan Party has all requisite power and authority and is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower each Company has all requisite power and authority and is duly authorized to borrow monies hereunder, and obtain other extensions of credit hereunder and each of Borrower and each other Loan Party has all requisite power and authority and is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower, each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower and other extensions of credit to the Companies (or any of them) 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, limited liability company agreement, partnership agreement laws or other organizational documents of any Loan Party or Party, (iii) any material agreement, indenture, instrument or other document, or (iv) any judgment, order or decree, which is binding upon any 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 Borrower, any Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrowerthe 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 Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 material applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of the Company or any other Loan Party or (iii) any material 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 Borrowerthe Company, any Subsidiary or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents)except as provided herein.

Authorization; No Conflict. Each of Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, hereunder and each of Borrower 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 Borrower the Company of this Agreement and by each of Borrower, the Company and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower 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 applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement 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 Borrowerthe Company, any Subsidiary or any other Loan Party (other than Liens in favor of Agent the Bank created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of 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, Borrower is duly authorized to borrow monies hereunder, and each of Borrower 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 Borrower of this Agreement and by each of Borrower, Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by 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, limited liability company agreement, partnership agreement laws or other organizational documents of 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 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 Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Agent Lender created pursuant to the Collateral Documents).