Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. The execution and delivery by each of the Parent and 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 other Loan Party of each Loan Document to which it is a party and the performance by each Loan Party of its obligations under each Loan Document to which it is a party are within the organizational powers of such Loan Party, have been duly authorized by all necessary organizational action on the part of such Loan Party (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 any law, statute, rule or regulation or any order, writ, injunction, decree or judgment of any court or other government agency which is binding on any Loan Party, (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 such Loan Party or of any loan or credit agreement, indenture, or other material instrument or document which is binding on such Loan Party or any other Subsidiary or any property of any of the foregoing or (c) result in, or require, the creation or imposition of any Lien on any property of any Loan Party or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by each of the Parent and 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 other Loan Party of each Loan Document to which it such Loan Party is a party and party, the performance by each Loan Party of its obligations under each Loan Document to which it such Loan Party is a party are within the organizational powers of such Loan Party, have been duly authorized by all necessary organizational action on the part of such Loan Party (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 any law, statute, rule or regulation or any order, writ, injunction, decree or judgment of any court or other government agency which is binding on any Loan Party, (b) contravene or conflict with, or result in a breach of, (i) any provision of the certificate of incorporation, partnership agreement, by-laws or other organizational documents of such Loan Party or of (ii) any material loan or credit agreement, indenture, or other material instrument or document which is binding on such Loan Party or any other Subsidiary or any property of any of the foregoing or (c) result in, or require, the creation or imposition of any Lien on any property of any Loan Party or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by each of the Parent and 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 other Loan Party of each Loan Document to which it is a party and the performance by each Loan Party of its obligations under each Loan Document to which it is a party are within the organizational powers of such Loan Party, have been duly authorized by all necessary organizational action on the part of such Loan Party (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 any law, statute, rule or regulation or any order, writ, injunction, decree or judgment of any court or other government agency which is binding on any Loan Party, (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 such Loan Party or of any loan or credit agreement, indenture, instrument or other material instrument or document which is binding on such Loan Party or any other Subsidiary or any property of any of the foregoing or (c) result in, or require, the creation or imposition of any Lien on any property of any Loan Party or any other Subsidiary (other than Liens arising under the Loan Documents).. 41 9.3

Authorization; No Conflict. (a) The execution execution, delivery and delivery performance by each of the Parent and 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 other Loan Party of each Loan Document to which it is a party has been duly authorized by all necessary action on the part of each Loan Party that is party thereto and each such Loan Document has been duly executed and delivered by each such Loan Party party thereto and (b) the execution, delivery and performance by each Loan Party of its obligations under each Loan Document to which it is a party are within party, and the organizational powers of such Loan Partyborrowings by the Company hereunder, have do not (i) require any consent or approval of, filing with or notice to, any Governmental Authority or any other Person (other than any consent or approval which has been duly authorized by all necessary organizational action on the part of such Loan Party (including any necessary shareholderobtained or filing or notice which has been made, partner or member actionand, in each case, which is in full force and effect), have received all necessary governmental approval (if any shall be required), and do not and will not ii) conflict with (aA) violate any provision of any law, statute, rule or regulation or any order, writ, injunction, decree or judgment of any court or other government agency which is binding on any Loan PartyLaw, (bB) contravene or conflict with, or result in a breach of, any provision of the certificate of incorporation, partnership agreementcharter, by-laws or other organizational documents of such Loan Party the Company or of any loan Subsidiary or credit (C) any agreement, indenture, instrument or other material instrument document, or document any judgment, order or decree, which is binding on such Loan Party or upon the Company, any other Subsidiary or any property of any of the foregoing their respective 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, or require, the creation or imposition of any Lien on any property asset of any Loan Party other the creation or imposition of any other Subsidiary (other than Liens arising under Lien pursuant to the Loan Security Documents).

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

Authorization; No Conflict. The execution and delivery by each Each of the Parent and the Company of this Agreement Companies and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each of the borrowings hereunderCompanies is duly authorized to borrow monies hereunder and each of the Companies 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 execution Companies of this Agreement and delivery by each of the Companies and each other Loan Party of each Loan Document to which it is a party party, and the performance borrowings by each Loan Party of its obligations under each Loan Document to which it is a party are within the organizational powers of such Loan PartyCompanies hereunder, have been duly authorized by all necessary organizational action on the part of such Loan Party (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 require any provision consent or approval of any law, statute, rule governmental agency or regulation authority (other than any consent or any order, writ, injunction, decree or judgment of any court or other government agency approval which has been obtained and is binding on any Loan Partyin full force and effect), (b) contravene or conflict with, or result in a breach of, with (i) any provision of law, (ii) the certificate of incorporation, partnership agreementcharter, by-laws or other organizational documents of such the Companies or any other Loan Party or of (iii) any loan or credit material agreement, indenture, instrument or other material instrument document, or document any judgment, order or decree, which is binding on such upon any of the Companies or any other Loan Party or any other Subsidiary or any property of any of the foregoing their respective properties or (c) require, or result in, or require, the creation or imposition of any Lien on any property asset of any Loan Party of the Companies, any Subsidiary or any other Subsidiary Loan Party (other than Liens arising under in favor of the Loan Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. The execution and delivery by each of the Parent and 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 other Loan Party of each Loan Document to which it such Loan Party is a party and party, the performance by each Loan Party of its obligations under each Loan Document to which it such Loan Party is a party are within the organizational powers of such Loan Party, have been duly authorized by all necessary organizational action on the part of such Loan Party (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 any law, statute, rule or regulation or any order, writ, injunction, decree or judgment of any court or other government agency which is binding on any Loan Party, (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 such Loan Party or of any loan or credit agreement, indenture, or other material instrument or document which is binding on such Loan Party or any other Subsidiary or any property of any of the foregoing or (c) result in, or require, the creation or imposition of any Lien on any property of any Loan Party or any other Subsidiary (other than Liens arising under the Loan Documents).

Authorization; No Conflict. The execution and delivery by each of the Parent and 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 other Loan Party Obligor of each Loan Document to which it is a party and the performance by each Loan Party of the Borrowers and each Obligor of its obligations under each Loan Document to which it is a party are within the organizational corporate powers of such Loan Partyeach Borrower and each Obligor, as applicable, have been duly authorized by all necessary organizational corporate action on the part of such Loan Party each Borrower and each 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 any law, statute, rule or regulation law or any order, writ, injunction, decree or judgment of any court or other government agency which is binding on the Borrower or any Loan PartyRestricted Subsidiary, (b) contravene or conflict with, or result in a breach of, any provision of the certificate Organic Documents of incorporation, partnership agreement, by-laws the Borrower or other organizational documents of such Loan Party any Restricted Subsidiary or of any loan or credit agreement, indenture, instrument or other material instrument document, or document any judgment, order or decree, which is binding on such Loan Party the Company or any other Restricted Subsidiary or any property of any of the foregoing or (c) result in, or require, the creation or imposition of any Lien on any property of any Loan Party the Company or any other Restricted Subsidiary (other than Liens arising under pursuant to the Loan Documents).

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

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

Authorization; No Conflict. Each Company and each other Note Party and Subsidiary is duly authorized to execute and deliver each Investment Document and each Related Agreement to which it is a party, such Company is duly authorized to borrow monies hereunder, and each Company and each other Note Party and Subsidiary is duly authorized to perform its Obligations under each Investment Document to which it is a party. The execution execution, delivery and delivery performance by each of the Parent and the Company Companies of this Agreement and by each Company and each other Loan Note Party of each Investment Document to which it is a party, and the borrowings by the Companies hereunder, the execution and delivery by each other Loan Party of each Loan Document to which it is a party and the performance by each Loan Party of its obligations under each Loan Document to which it is a party are within the organizational powers of such Loan Party, have been duly authorized by all necessary organizational action on the part of such Loan Party (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 require any provision consent or approval of any law, statute, rule governmental agency or regulation authority (other than any consent or any order, writ, injunction, decree or judgment of any court or other government agency approval which has been obtained and is binding on any Loan Partyin full force and effect), (b) contravene or conflict with, or result in a breach of, with (i) any provision of applicable law, (ii) the certificate of incorporation, partnership agreementcharter, by-laws or other organizational documents of such Loan any Company or any other Note Party or of (iii) any loan or credit agreement, indenture, instrument or other material instrument document, or document any judgment, order or decree, which is binding on such Loan upon the Companies or any other Note Party or any other Subsidiary or any property of any of the foregoing their respective properties in such manner which could reasonably be expected to have a Materially Adverse Effect or (c) require, or result in, or require, the creation or imposition of any Lien on any property asset of the Companies, any Loan Party Subsidiary or any other Subsidiary Note Party (other than Liens arising under in favor of Collateral Agent created pursuant to the Loan Collateral Documents).