Common use of Corporate Authority; Enforceability; No Conflicts Clause in Contracts

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this Amendment; (ii) the execution, delivery and performance by such Loan Party of this Amendment has been duly authorized by all necessary action on its part; (iii) this Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (iv) the execution and delivery of this Amendment by such Loan Party and the performance of its obligations hereunder require no authorizations, approvals or consents of, or registrations or filings with, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Amendment nor the transactions contemplated hereby will (A) contravene, or result in a breach of, the organizational documents of such Loan Party, (B) violate any governmental requirement applicable to or binding upon such Loan Party or any of its properties, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which its properties are subject, except to the extent that any such violation or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto The Borrower and APLP hereby represents represent and warrants warrant to the Administrative Agent and the Lenders that (i) it has they have all necessary power and authority to execute, deliver and perform its their respective obligations under this Fifth Amendment; (ii) the execution, delivery and performance by such Loan Party the Borrower and APLP of this Fifth Amendment has been duly authorized by all necessary action on its their part; (iii) this Fifth Amendment has been duly executed and delivered by such Loan Party the Borrower and APLP and constitutes the legal, valid and binding obligation of such Loan Party the Borrower and APLP in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this Fifth Amendment by such Loan Party the Borrower and APLP and the performance of its their respective obligations hereunder require no authorizations, approvals or consents ofconsent, or registrations registration or filings filing with, or further action by, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Fifth Amendment nor compliance with the transactions contemplated hereby terms hereof will (A) contravene, or result in a breach of, the organizational documents charter or by-laws of such Loan Partythe Borrower and APLP, (B) violate any governmental requirement applicable to or binding upon such Loan Party or any of its propertiesGovernmental Requirement, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party the Borrower and APLP is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which it or its properties Properties are subject, except to the extent that or constitute a default under any such violation agreement or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto The Borrower and EXLP hereby represents represent and warrants warrant to the Administrative Agent and the Lenders that (i) it has they have all necessary power and authority to execute, deliver and perform its their respective obligations under this Fourth Amendment; (ii) the execution, delivery and performance by such Loan Party the Borrower and EXLP of this Fourth Amendment has been duly authorized by all necessary action on its their part; (iii) this Fourth Amendment has been duly executed and delivered by such Loan Party the Borrower and EXLP and constitutes the legal, valid and binding obligation of such Loan Party the Borrower and EXLP in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this Fourth Amendment by such Loan Party the Borrower and EXLP and the performance of its their respective obligations hereunder require no authorizations, approvals or consents ofconsent, or registrations registration or filings filing with, or further action by, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Fourth Amendment nor compliance with the transactions contemplated hereby terms hereof will (A) contravene, or result in a breach of, the organizational documents charter or by-laws of such Loan Partythe Borrower and EXLP, (B) violate any governmental requirement applicable to or binding upon such Loan Party or any of its propertiesGovernmental Requirement, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party the Borrower and EXLP is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which it or its properties Properties are subject, except to the extent that or constitute a default under any such violation agreement or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this Fourth Amendment; (ii) the execution, delivery and performance by such Loan Party the Borrower of this Fourth Amendment has been duly authorized by all necessary action on its part; (iii) this Fourth Amendment has been duly executed and delivered by such Loan Party the Borrower and constitutes the legal, valid and binding obligation of such Loan Party the Borrower in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this Fourth Amendment by such Loan Party the Borrower and the performance of its obligations hereunder require no authorizations, approvals or consents of, or registrations or filings with, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Fourth Amendment nor the transactions contemplated hereby will (A) contravene, or result in a breach of, the organizational documents Organization Documents of such Loan Partythe Borrower, (B) violate any governmental requirement Governmental Requirement applicable to or binding upon such Loan Party the Borrower or any of its propertiesProperties, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party the Borrower is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which its properties Properties are subject, except to the extent that any such violation or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this First Amendment; (ii) the execution, delivery and performance by such Loan Party the Borrower of this First Amendment has been duly authorized by all necessary action on its part; (iii) this First Amendment has been duly executed and delivered by such Loan Party the Borrower and constitutes the legal, valid and binding obligation of such Loan Party the Borrower in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this First Amendment by such Loan Party the Borrower and the performance of its obligations hereunder require no authorizations, approvals or consents of, or registrations or filings with, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this First Amendment nor the transactions contemplated hereby will (A) contravene, or result in a breach of, the organizational documents Organization Documents of such Loan Partythe Borrower, (B) violate any governmental requirement Governmental Requirement applicable to or binding upon such Loan Party the Borrower or any of its propertiesProperties, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party the Borrower is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which its properties Properties are subject, except to the extent that any such violation or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this Second Amendment; (ii) the execution, delivery and performance by such Loan Party the Borrower of this Second Amendment has been duly authorized by all necessary action on its part; (iii) this Second Amendment has been duly executed and delivered by such Loan Party the Borrower and constitutes the legal, valid and binding obligation of such Loan Party the Borrower in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this Second Amendment by such Loan Party the Borrower and the performance of its obligations hereunder require no authorizations, approvals or consents of, or registrations or filings with, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Second Amendment nor the transactions contemplated hereby will (A) contravene, or result in a breach of, the organizational documents Organization Documents of such Loan Partythe Borrower, (B) violate any governmental requirement Governmental Requirement applicable to or binding upon such Loan Party the Borrower or any of its propertiesProperties, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party the Borrower is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which its properties Properties are subject, except to the extent that any such violation or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this Third Amendment; (ii) the execution, delivery and performance by such Loan Party the Borrower of this Third Amendment has been duly authorized by all necessary action on its part; (iii) this Third Amendment has been duly executed and delivered by such Loan Party the Borrower and constitutes the legal, valid and binding obligation of such Loan Party the Borrower in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this Third Amendment by such Loan Party the Borrower and the performance of its obligations hereunder require no authorizations, approvals or consents of, or registrations or filings with, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Third Amendment nor the transactions contemplated hereby will (A) contravene, or result in a breach of, the organizational documents Organization Documents of such Loan Partythe Borrower, (B) violate any governmental requirement Governmental Requirement applicable to or binding upon such Loan Party the Borrower or any of its propertiesProperties, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party the Borrower is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which its properties Properties are subject, except to the extent that any such violation or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto The Borrower and EXLP hereby represents represent and warrants warrant to the Administrative Agent and the Lenders that (i) it has they have all necessary power and authority to execute, deliver and perform its the obligations under this First Amendment; (ii) the execution, delivery and performance by such Loan Party the Borrower and EXLP of this First Amendment has been duly authorized by all necessary action on its their part; (iii) this First Amendment has been duly executed and delivered by such Loan Party the Borrower and EXLP and constitutes the legal, valid and binding obligation of such Loan Party the Borrower and EXLP in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this First Amendment by such Loan Party and the performance of its obligations hereunder require requires no authorizations, approvals or consents ofconsent, or registrations registration or filings filing with, or further action by, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this First Amendment nor compliance with the transactions contemplated hereby terms hereof will (A) contravene, or result in a breach of, the organizational documents charter or by-laws of such Loan Partythe Borrower or EXLP, (B) violate any governmental requirement applicable to or binding upon such Loan Party or any of its propertiesGovernmental Requirement, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party the Borrower or EXLP is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which it or its properties Properties are subject, except to the extent that or constitute a default under any such violation agreement or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto (including, for the avoidance of doubt, the Joining Subsidiary Guarantor) hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this First Amendment; (ii) the execution, delivery and performance by such Loan Party of this First Amendment has been duly authorized by all necessary action on its part; (iii) this First Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (iv) the execution and delivery of this First Amendment by such Loan Party and the performance of its obligations hereunder require no authorizations, approvals or consents of, or registrations or filings with, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this First Amendment nor the consummation of the transactions contemplated hereby will (A) contravene, or result in a breach of, the organizational documents of such Loan Party, (B) violate any governmental requirement applicable to or binding upon such Loan Party or any of its properties, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which its properties are subject, except to the extent that any such violation or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this Amendment; (ii) the execution, delivery and performance by such Loan Party of this Amendment has been duly authorized by all necessary action on its part; (iii) this Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (iv) the execution and delivery of this Amendment by such Loan Party and the performance of its obligations hereunder require no authorizations, approvals or consents of, or registrations or filings with, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Amendment nor the transactions contemplated hereby will (A) contravene, or result in a breach of, the organizational documents of such Loan Party, (B) violate any governmental requirement applicable to or binding upon such Loan Party or any of its propertiesProperties, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which its properties are subject, except to the extent that any such violation or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this Sixth Amendment; (ii) the execution, delivery and performance by such Loan Party the Borrower of this Sixth Amendment has been duly authorized by all necessary action on its part; (iii) this Sixth Amendment has been duly executed and delivered by such Loan Party the Borrower and constitutes the legal, valid and binding obligation of such Loan Party the Borrower in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this Sixth Amendment by such Loan Party the Borrower and the performance of its obligations hereunder require no authorizations, approvals or consents of, or registrations or filings with, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Sixth Amendment nor the transactions contemplated hereby will (A) contravene, or result in a breach of, the organizational documents Organization Documents of such Loan Partythe Borrower, (B) violate any governmental requirement Governmental Requirement applicable to or binding upon such Loan Party the Borrower or any of its propertiesProperties, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party the Borrower is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which its properties Properties are subject, except to the extent that any such violation or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto Grantor hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this Second Collateral Amendment; (ii) the execution, delivery and performance by such Loan Party Grantor of this Second Collateral Amendment has been duly authorized by all necessary action on its part; (iii) this Second Collateral Amendment has been duly executed and delivered by such Loan Party Grantor and constitutes the legal, valid and binding obligation of such Loan Party Grantor in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this Second Collateral Amendment by such Loan Party Grantor and the performance of its obligations hereunder require no authorizations, approvals or consents ofconsent, or registrations registration or filings filing with, or further action by, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Second Collateral Amendment nor compliance with the transactions contemplated hereby terms hereof will (A) contravene, or result in a breach of, the organizational documents charter or by-laws of such Loan PartyGrantor, (B) violate any governmental requirement applicable to or binding upon such Loan Party or any of its propertiesGovernmental Requirement, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party Grantor is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which it or its properties Properties are subject, except to the extent that or constitute a default under any such violation agreement or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this First Amendment; (ii) the execution, delivery and performance by such Loan Party the Borrower of this First Amendment has been duly authorized by all necessary action on its part; (iii) this First Amendment has been duly executed and delivered by such Loan Party the Borrower and constitutes the legal, valid and binding obligation of such Loan Party the Borrower in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this First Amendment by such Loan Party the Borrower and the performance of its obligations hereunder require no authorizations, approvals or consents ofconsent, or registrations registration or filings filing with, or further action by, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this First Amendment nor compliance with the transactions contemplated hereby terms hereof will (A) contravene, or result in a breach of, the organizational documents charter or by-laws of such Loan Partythe Borrower, (B) violate any governmental requirement applicable to or binding upon such Loan Party or any of its propertiesGovernmental Requirement, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party the Borrower is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which it or its properties Properties are subject, except to the extent that or constitute a default under any such violation agreement or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto of Parent and the Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this First Amendment; (ii) the execution, delivery and performance by such Loan Party Parent and the Borrower of this First Amendment has been duly authorized by all necessary action on its part; (iii) this First Amendment has been duly executed and delivered by such Loan Party Parent and the Borrower and constitutes the legal, valid and binding obligation of such Loan Party Parent and the Borrower in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this First Amendment by such Loan Party Parent and the Borrower and the performance of its obligations hereunder require no authorizations, approvals or consents ofconsent, or registrations registration or filings filing with, or further action by, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this First Amendment nor compliance with the transactions contemplated hereby terms hereof will (A) contravene, or result in a breach of, the organizational documents charter or by-laws (or other Organization Documents) of such Loan PartyParent or the Borrower, (B) violate any governmental requirement applicable to or binding upon such Loan Party or any of its propertiesGovernmental Requirement, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party Parent or the Borrower is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which it or its properties Properties are subject, except to the extent that or constitute a default under any such violation agreement or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this Fifth Amendment; (ii) the execution, delivery and performance by such Loan Party the Borrower of this Fifth Amendment has been duly authorized by all necessary action on its part; (iii) this Fifth Amendment has been duly executed and delivered by such Loan Party the Borrower and constitutes the legal, valid and binding obligation of such Loan Party the Borrower in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ creditor’s rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law); (iv) the execution and delivery of this Fifth Amendment by such Loan Party the Borrower and the performance of its obligations hereunder require no authorizations, approvals or consents of, or registrations or filings with, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Fifth Amendment nor the transactions contemplated hereby will (A) contravene, or result in a breach of, the organizational documents Organization Documents of such Loan Partythe Borrower, (B) violate any governmental requirement Governmental Requirement applicable to or binding upon such Loan Party the Borrower or any of its propertiesProperties, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party the Borrower is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which its properties Properties are subject, except to the extent that any such violation or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.