Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. The execution and delivery by the Company of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor of each Loan Document to which it is a party and the performance by each of the Company and each Guarantor of its obligations under each Loan Document to which it is a party are within the organizational powers of the Company and each Guarantor, have been duly authorized by all necessary organizational action on the part of the Company and each Guarantor (including any necessary shareholder, partner or member action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company or any Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the certificate of incorporation, partnership agreement, by-laws or other organizational documents of the Company or any Guarantor or of any agreement, indenture, instrument or other document which is binding on the Company, any Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by the Company of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor of each Loan Document to which it is a party and the performance by each of the Company and each Guarantor of its obligations under each Loan Document to which it is a party are within the organizational corporate powers of the Company and each Guarantor, have been duly authorized by all necessary organizational corporate action on the part of the Company and each Guarantor (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company or any Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the certificate Certificate of incorporationIncorporation, partnership agreement, byBy-laws Laws or other organizational documents of the Company or any Guarantor or of any agreement, indenture, instrument or other document which is binding on the Company, any Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by the -------------------------- Company of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor of each Loan Document to which it is a party and the performance by each of the Company and each Guarantor of its obligations under each Loan Document to which it is a party are within the organizational corporate powers of the Company and each Guarantor, have been duly authorized by all necessary organizational corporate action on the part of the Company and each Guarantor (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company or any Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the certificate Certificate of incorporationIncorporation, partnership agreement, byBy-laws Laws or other organizational documents of the Company or any Guarantor or of any agreement, indenture, instrument or other document which is binding on the Company, any Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by the Company of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor of each Loan Document to which it is a party and the performance by each of the Company and each Guarantor of its obligations under each Loan Document to which it is a party are within the organizational powers of the Company and each Guarantor, have been duly authorized by all necessary organizational action on the part of the Company and each Guarantor (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency Governmental Authority which is binding on the Company or any Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the articles or certificate of incorporation, partnership agreement, by-laws bylaws or other organizational documents of the Company or any Guarantor or of any agreement, indenture, instrument or other document which is binding on the Company, any Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor or any other Subsidiary (other than Liens arising under the Loan Documents)Subsidiary.

Authorization; No Conflict. The execution and delivery by the Company of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor Subsidiary of each Loan Document to which it is a party and the performance by each of the Company and each Guarantor Subsidiary of its obligations under each Loan Document to which it is a party are within the organizational corporate powers of the Company and each GuarantorSubsidiary, have been duly authorized by all necessary organizational corporate action on the part of the Company and each Guarantor Subsidiary (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company or any GuarantorSubsidiary, (b) contravene or conflict with, or result in a breach of, any provision of the certificate Certificate of incorporationIncorporation, partnership agreement, byBy-laws Laws or other organizational documents of the Company or any Guarantor Subsidiary or of any agreement, indenture, instrument or other document which is binding on the Company, any Guarantor Company or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor Company or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by the Company of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor Subsidiary of each Loan Document to which it is a party and the performance by each of the Company and each Guarantor Subsidiary of its obligations under each Loan Document to which it is a party are within the organizational powers of the Company and each GuarantorSubsidiary, have been duly authorized by all necessary organizational action on the part of the Company and each Guarantor Subsidiary (including any necessary shareholdermember, general partner or member shareholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law Law or any order, decree or judgment of any court or other government agency which is binding on the Company or any GuarantorSubsidiary, (b) contravene or conflict with, or result in a breach of, any provision of the operating agreement, certificate of incorporation, partnership agreement, by-laws laws, partnership agreement or other organizational documents of the Company or any Guarantor Subsidiary or of any agreement, indenture, instrument or other document document, or any judgment, order or decree, which is binding on the Company, any Guarantor Company or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor Company or any other Subsidiary (other than Liens arising under the Loan Documents)Subsidiary.

Authorization; No Conflict. The execution and delivery by the -------------------------- Company of this Agreement and each other Loan Document to which it is a party, the borrowings and obtaining of letters of credit hereunder, the execution and delivery by each Guarantor of each Loan Document to which it is a party and the performance by each of the Company and each Guarantor of its obligations under each Loan Document to which it is a party are within the organizational corporate powers of the Company and each Guarantor, have been duly authorized by all necessary organizational corporate action on the part of the Company and each Guarantor (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company or any Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the certificate Certificate of incorporationIncorporation, partnership agreement, by-laws By- Laws or other organizational documents of the Company or any Guarantor or of any agreement, indenture, instrument or other document which is binding on the Company, any Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by the Company -------------------------- of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor of each Loan Document to which it is a party and the performance by each of the Company and each Guarantor of its obligations under each Loan Document to which it is a party are within the organizational corporate powers of the Company and each Guarantor, have been duly authorized by all necessary organizational corporate action on the part of the Company and each Guarantor (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company or any Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the certificate Certificate of incorporationIncorporation, partnership agreement, byBy-laws Laws or other organizational documents of the Company or any Guarantor or of any agreement, indenture, instrument or other document which is binding on the Company, any Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by the Company Borrower of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor of each Loan Document to which it is a party and the performance by each of the Company Borrower and each Guarantor of its obligations under each Loan Document to which it is a party are within the organizational corporate powers of the Company Borrower and each Guarantor, have been duly authorized by all necessary organizational corporate action on the part of the Company Borrower and each Guarantor (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company Borrower or any Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the certificate Certificate of incorporationIncorporation, partnership agreement, byBy-laws Laws or other organizational documents of the Company Borrower or any Guarantor or of any agreement, indenture, instrument or other document which is binding on the CompanyBorrower, any Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the CompanyBorrower, any Guarantor or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by the Company of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor of each Loan Document to which it is a party the Guaranty and the performance by each of the Company and each Guarantor of its obligations under each Loan Document to which it is a party are within the organizational powers of the Company and each Guarantor, have been duly authorized by all necessary organizational action on the part of the Company and each Guarantor (including any necessary shareholder, partner or member action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company or any Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the certificate of incorporation, partnership agreement, by-laws or other organizational documents of the Company or any Guarantor or of any agreement, indenture, instrument or other document which is binding on the Company, any Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor or any other Subsidiary (other than Liens arising under the Loan Documents)Subsidiary.

Authorization; No Conflict. The execution and delivery by the Company each Borrower of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor Obligor of each Loan Document to which it is a party and the performance by each of the Company Borrowers and each Guarantor Obligor of its obligations under each Loan Document to which it is a party are within the organizational corporate powers of the Company each Borrower and each GuarantorObligor, as applicable, have been duly authorized by all necessary organizational corporate action on the part of the Company each Borrower and each Guarantor Obligor (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company Borrower or any GuarantorRestricted Subsidiary, (b) contravene or conflict with, or result in a breach of, any provision of the certificate of incorporation, partnership agreement, by-laws or other organizational documents Organic Documents of the Company Borrower or any Guarantor Restricted Subsidiary or of any agreement, indenture, instrument or other document document, or any judgment, order or decree, which is binding on the Company, any Guarantor Company or any other Restricted Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor Company or any other Restricted Subsidiary (other than Liens arising under pursuant to the Loan Documents).

Authorization; No Conflict. The execution and delivery by the Company of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor of each Loan Document to which it is a party and the performance by each of the Company and each Guarantor of its obligations under each Loan Document to which it is a party are within the organizational corporate powers of the Company and each Guarantor, have been duly authorized by all necessary organizational corporate action on the part of the Company and each Guarantor (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency which is binding on the Company or any Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the certificate Certificate of incorporationIncorporation, partnership agreement, byBy-laws Laws or other organizational documents of the Company or any Guarantor or of any material agreement, indenture, instrument or other document document, or any material judgment, order or decree, which is binding on the Company, any Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by the Company of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Guarantor of each Loan Document to which it is a party and the performance by each of the Company and each Guarantor of its obligations under each Loan Document to which it is a party are within the organizational powers of the Company and each Guarantor, have been duly authorized by all necessary organizational action on the part of the Company and each Guarantor (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval and other third party approvals (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency Governmental Authority which is binding on the Company or any Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the articles or certificate of incorporation, partnership agreement, by-laws bylaws or other organizational documents of the Company or any Guarantor or of any agreement, indenture, instrument or other document which is binding on the Company, any Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any Guarantor or any other Subsidiary (other than Liens arising under the Loan Documents)Subsidiary.

Authorization; No Conflict. The execution and delivery by the Company each Borrower of this Agreement and each other Loan Document to which it is a party, the borrowings hereunder, the execution and delivery by each Parent Guarantor of each Loan Document to which it is a party the Guaranty and the performance by each of the Company and each Guarantor Loan Party of its obligations under each Loan Document to which it is a party are within the organizational powers of the Company such Borrower and each Parent Guarantor, have been duly authorized by all necessary organizational action on the part of the Company such Borrower and each Parent Guarantor (including any necessary shareholder, partner or member shareholder action), have received all necessary governmental approval and other third party approvals (if any shall be required), and do not and will not (a) violate any provision of law or any order, decree or judgment of any court or other government agency Governmental Authority which is binding on the Company such Borrower or any Parent Guarantor, (b) contravene or conflict with, or result in a breach of, any provision of the articles or certificate of incorporation, partnership agreement, by-laws bylaws or other organizational documents of the Company such Borrower or any Parent Guarantor or of any agreement, indenture, instrument or other document which is binding on the Companysuch Borrower, any Parent Guarantor or any other Subsidiary or (c) result in, or require, the creation or imposition of any Lien on any property of the Company, any such Borrower or Parent Guarantor or any other Subsidiary (other than Liens arising under those created by the Loan Documents).