Common use of Corporate Power and Authority; No Conflicts Clause in Contracts

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each of the Obligors of the Amended Facility Documents to which it is a party have been duly authorized by all necessary corporate, partnership or limited liability company action and do not and will not: (a) require any consent or approval of its stockholders, partners or members; (b) contravene its organizational documents; (c) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement), registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to any Consolidated Entity; (d) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity is a party or by which it or its properties may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effect; (e) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by any Consolidated Entity; or (f) cause any Consolidated Entity to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effect.

Corporate Power and Authority; No Conflicts. The Subject to the Bankruptcy Court approval, the execution, delivery and performance by each the Borrower of the Obligors Facility Documents, the grant by the Borrower and the perfection of the Amended security interests purported to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Facility Documents to which it is a party have been duly authorized by all necessary corporate, partnership or limited liability company corporate action and do not and will not: (a) require contravene any consent or approval provision of its stockholders, partners charter or membersbylaws; (b) contravene its organizational documents; (c) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U)regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or any Consolidated Entityof its Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof); (dc) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease lease, or instrument to which any Consolidated Entity the Borrower is a party or by which it or its properties may be bound or affected if such breach, default which would not be cured by entry of the Interim Order or failure to obtain consent could reasonably be expected to have a Material Adverse EffectFinal Order; (ed) result in, or require, the creation or imposition of any Lien (other than as created provided hereunder and under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by any Consolidated Entitythe Borrowing; or (fe) cause the Borrower (or any Consolidated Entity Subsidiary or affiliate, as the case may be, of the Borrower) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably which would not be expected to have a Material Adverse Effectcured by entry of the Interim Order and Final Order.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each of the Obligors Company and MacDermid Imaging of the Amended Facility Documents to which it is a party have been duly authorized by all necessary corporate, partnership or limited liability company corporate action and do not and will not: (a) require any consent or approval of its stockholders, partners or members; (b) contravene its organizational documentscharter or by-laws; (c) violate any provision of, or require any filing (other than except for the filing of this Agreement with the financing statements contemplated by the Security Agreement Securities and Exchange Commission and the filing of the Mortgages and the Trademark Security AgreementNew York Stock Exchange), registration, consent or approval under, any law, rule, regulation (including, without limitation, including Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Company or any Consolidated Entityof its Subsidiaries or affiliates; (d) result in a breach of of, or constitute a default or require any consent under (except for those consents which have been obtained) under, any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity Borrower is a party or by which it or its properties may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectbound; (e) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by the Company or any Consolidated Entityof its Subsidiaries; or (f) cause the Company (or any Consolidated Entity Subsidiary or affiliate, as the case may be) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each of the Obligors of the Amended Facility Documents to which it is a party Documents: (a) have been duly authorized by all necessary corporate, partnership or limited liability company corporate action by the Borrowers and the Subsidiary Guarantor and do not and will not: (a) not require any consent or approval of its stockholders, partners the equityholders of the Borrowers or membersthe Subsidiary Guarantor or contravene their charters or by-laws; (b) contravene its organizational documents; (c) will not violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrowers or any Consolidated Entityof their Subsidiaries; (dc) will not result in a breach of or constitute a default in any material respect or require any consent which has not been obtained under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity the Borrowers or the Subsidiary Guarantor is a party or by which it the properties of the Borrowers or its properties the Subsidiary Guarantor may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectaffected; (ed) will not result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by the Borrowers or any Consolidated Entityof their Subsidiaries, except as provided in the Security Documents; or (fe) will not cause the Borrowers or any Consolidated Entity Subsidiary Guarantor or any Security Document Party, as the case may be, to be in default in any material respect under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Power and Authority; No Conflicts. The Transaction and the execution, delivery and performance by each the Borrower of the Obligors of the Amended Facility Documents to which it is a party this Amendment No. 5 have been duly authorized by all necessary corporate, partnership or limited liability company corporate action and do not and will not: (a) require any consent or approval of its stockholders, partners or members; (b) contravene its organizational documentscharter or by-laws; (c) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or any Consolidated Entityof its Subsidiaries or Affiliates (other than any appropriate disclosure required to be contained in periodic reports to be filed by the Borrower pursuant to the Securities Exchange Act of 1934 and applicable regulations thereunder); (d) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity the Borrower is a party or by which it or its properties may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectaffected; (e) result in, or require, the creation or imposition of a Debt or Guaranty of Borrower, or any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by any Consolidated Entitythe Borrower; or (f) cause the Borrower (or any Consolidated Entity Significant Subsidiary or Affiliate, as the case may be), to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effect.instrument. 5.2

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by Borrower and each Restricted Subsidiary of the Obligors of the Amended Facility Loan Documents to which it is a party have been duly authorized by all necessary corporate, partnership or limited liability company corporate action and do not and will not: (a) require any consent or approval of its stockholders, partners or membersstockholders which has not been obtained; (b) contravene its organizational documentscertificate of incorporation or by-laws; (c) require the consent or approval of any Person, except such consents and approvals as have been obtained in writing and provided to the Administrative Agent (or as otherwise provided in the Post Closing Letter); (d) violate any provision of, or require any filing (other than filings under the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreementsecurities laws), registration, consent or approval under, any law, rule, regulation Law (including, without limitation, Regulation URegulations T, U and X of the Board of Governors of the Federal Reserve Board), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or any Consolidated EntitySubsidiary; (de) result in a breach of or constitute a default or under or, except for any obtained, require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower or any Consolidated Entity Subsidiary is a party or by which it or its properties may be bound or affected if such breach(or, default or failure with respect to obtain consent could reasonably be expected to have a Material Adverse Effectconsents, as otherwise provided in the Post Closing Letter); (ef) except as contemplated by this Credit Agreement, result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by Borrower or any Consolidated EntitySubsidiary; or (fg) cause Borrower or any Consolidated Entity Subsidiary to be in default under any such law, rule, regulationLaw, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to (upon obtaining all consents which have a Material Adverse Effectbeen obtained on or before the date the representation contained in this Section is given or deemed given).

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each the Borrowers (and their Subsidiaries, as applicable) of the Obligors of the Amended Facility Documents to which it is they are a party party, the grant by the Borrowers (and their Subsidiaries, as applicable) and the perfection of the security interests purported to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Facility Documents have been duly authorized by all necessary corporate, partnership or limited liability company corporate action and do not and will not: (a) require contravene any consent or approval provision of its stockholders, partners (or memberstheir) charter or bylaws; (b) contravene its organizational documents; (c) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U)regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrowers or any Consolidated Entityof their Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof); (dc) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity is the Borrowers are a party or by which it they or its their properties may be bound or affected if such breach, default except as provided by the Bankruptcy Code and the Interim Order or failure to obtain consent could reasonably be expected to have a Material Adverse EffectFinal Order; (ed) result in, or require, the creation or imposition of any Lien (other than as created provided hereunder and under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by any Consolidated Entitythe Borrowers except as provided by the Bankruptcy Code and the Interim Order or the Final Order; or (fe) cause the Borrowers (or any Consolidated Entity Subsidiary or affiliate, as the case may be, of the Borrowers) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effectexcept as provided by the Bankruptcy Code and the Interim Order and Final Order.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each of the Obligors of the Amended Facility Documents to which it is a party Documents: (a) have been duly authorized by all necessary corporatecorporate action by the Borrowers, partnership or limited liability company action the Guarantors and the Security Document Parties party thereto and do not and will not: (a) not require any consent or approval of its stockholdersthe equityholders of the Borrowers, partners the Guarantors or memberssuch Security Document Parties or contravene their charters or by-laws; (b) contravene its organizational documents; (c) will not violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrowers or any Consolidated Entityof their Subsidiaries; (dc) will not result in a breach of or constitute a default in any material respect or require any consent which has not been obtained under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrowers, the Guarantors or any Consolidated Entity Security Document Party is a party or by which it the properties of the Borrowers, the Guarantors or its properties any Security Document Party may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectaffected; (ed) will 49 51 not result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by the Borrowers or any Consolidated Entityof their Subsidiaries, except as provided in the Security Documents; or (fe) will not cause the Borrowers or any Consolidated Entity Guarantor or any Security Document Party, as the case may be, to be in default in any material respect under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each of the Obligors of the Amended Facility Documents to which it is a party Documents: (a) have been duly authorized by all necessary corporate, partnership or limited liability company corporate action by the Borrowers party thereto and do not and will not: (a) not require any consent or approval of its stockholders, partners the equityholders of the Borrowers or memberscontravene their charters or by-laws; (b) contravene its organizational documents; (c) will not violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrowers or any Consolidated Entityof their Subsidiaries; (dc) will not result in a breach of or constitute a default in any material respect or require any consent which has not been obtained under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity of the Borrowers is a party or by which it or its the properties of any of the Borrowers may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectaffected; (ed) will not result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by the Borrowers or any Consolidated Entityof their Subsidiaries, except as provided in the Security Documents; or (fe) will not cause any Consolidated Entity the Borrowers, as the case may be, to be in default in any material respect under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each of the Obligors Company, MacDermid Imaging and each of the Amended Guarantors of the Facility Documents to which it is a party have been duly authorized by all necessary corporate, partnership or limited liability company corporate action and do not and will not: (a) require any consent or approval of its stockholders, partners or members; (b) contravene its organizational documentscharter or by-laws; (c) violate any provision of, or require any filing (other than except for the filing of this Agreement with the financing statements contemplated by the Security Agreement Securities and Exchange Commission and the filing of the Mortgages and the Trademark Security AgreementNew York Stock Exchange), registration, consent or approval under, any law, rule, regulation (including, without limitation, including Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Company or any Consolidated Entityof its Subsidiaries or affiliates; (d) result in a breach of of, or constitute a default or require any consent under (except for those consents which have been obtained) under, any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity Borrower is a party or by which it or its properties may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectbound; (e) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by the Company or any Consolidated Entityof its Subsidiaries; or (f) cause the Company (or any Consolidated Entity Subsidiary or affiliate, as the case may be) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each Obligor of the Obligors of the Amended Facility Documents to which it is a party have been duly authorized by all necessary corporate, partnership or limited liability company corporate action and do not and will not: (a) require any consent or approval of its stockholders, partners or membersstockholders that has not been obtained; (b) contravene its organizational documentscharter or by-laws; (c) violate any provision of, or require any filing (other than the filing of the financing statements filings contemplated hereby and/or by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreementother Facility Documents), registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation UG, T, U or X of the Board of Governors of the Federal Reserve System as in effect from time to time), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to any Consolidated Entitysuch Obligor; (d) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity such Obligor is a party or by which it or any of its properties may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectaffected; (e) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by any Consolidated Entitysuch Obligor other than Liens created by this Agreement and/or the other Facility Documents; or (f) cause any Consolidated Entity such Obligor to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each the Borrower of the Obligors of the Amended Facility Documents to which it is a party have been duly authorized by all necessary corporate, partnership or limited liability company corporate action and do not and will not: (a) require any consent or approval of its stockholders, partners or members; (b) contravene its organizational documentscharter or by-laws; (c) to the extent material to the Borrower's financial condition, business, operations or properties, violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U)regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or any Consolidated Entityof its Subsidiaries or Affiliates; (d) to the extent material to the Borrower's financial condition, business, operations or properties, result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity the Borrower is a party or by which it or its properties may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectaffected; (e) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by any Consolidated Entitythe Borrower and its Subsidiaries; or (f) cause the Borrower (or any Consolidated Entity Subsidiary or Affiliate, as the case may be) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each the Guarantor of the Obligors of the Amended Facility Documents to which it is a party this Guaranty Agreement have been duly authorized by all necessary corporate, partnership or limited liability company corporate action and do not and will not: (ai) require any consent or approval of its stockholders, partners or members; (bii) contravene its organizational documentscharter or bylaws; (ciii) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Guarantor or any Consolidated Entityof its subsidiaries; (div) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity the Guarantor is a party or by which it or its properties may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectaffected; (ev) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by any Consolidated Entitythe Guarantor; or (fvi) cause the Guarantor or any Consolidated Entity subsidiary to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if instrument, except where such contravention, violation, breach, default could or Lien is not reasonably be expected to have a Material Adverse EffectEffect or to materially adversely affect the ability of the Guarantor to perform its obligations under this Guaranty Agreement.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each the Borrower of the Obligors of the Amended Facility Documents to which it is a party party, the grant by the Borrower and the perfection of the security interests purported to be granted in favor of the Lenders hereunder and under the Security Documents, and the exercise by the Lenders of any rights and remedies hereunder or under the other Facility Documents have been duly authorized by all necessary corporate, partnership or limited liability company corporate action and do not and will not: (a) require contravene any consent or approval provision of its stockholders, partners charter or membersbylaws; (b) contravene its organizational documents; (c) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U)regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or any Consolidated Entityof its Subsidiaries or affiliates (other than entry of the Interim Order or the Bankruptcy Order, as the case may be, and as otherwise provided under Section 10.3 hereof); (dc) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity the Borrower is a party or by which it or its properties may be bound or affected if such breach, default which would not be cured by entry of the Interim Order or failure to obtain consent could reasonably be expected to have a Material Adverse EffectBankruptcy Order; (ed) result in, or require, the creation or imposition of any Lien (other than as created provided hereunder and under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by any Consolidated Entitythe Borrower; or (fe) cause the Borrower (or any Consolidated Entity Subsidiary or affiliate, as the case may be, of the Borrower) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably which would not be expected to have a Material Adverse Effectcured by entry of the Interim Order and Bankruptcy Order.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each of the Obligors of the Amended Facility Documents to which it is a party Documents: (a) have been duly authorized by all necessary corporate, corporate or partnership or limited liability company action by the Borrowers and the Guarantors party thereto and do not and will not: (a) not require any consent or approval of its stockholders, partners the equityholders of the Borrowers or membersthe Guarantors or contravene their charters or by-laws or limited partnership agreement; (b) contravene its organizational documents; (c) will not violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrowers or any Consolidated Entityof their Subsidiaries; (dc) will not result in a breach of or constitute a default under or require any consent which has not been obtained under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity the Borrowers or the Guarantors is a party or by which it the properties of the Borrowers or its properties the Guarantors may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectaffected; (ed) will not result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by the Borrowers or any Consolidated Entityof their Subsidiaries, except as provided in the Security Documents; and (e) will not cause the Borrowers or (f) cause any Consolidated Entity Guarantor, as the case may be, to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effectinstrument.

Corporate Power and Authority; No Conflicts. The execution, ------------------------------------------- delivery and performance by each of the Obligors of the Amended Facility Documents to which it is a party Documents: (a) have been duly authorized by all necessary corporate, partnership or limited liability company corporate action by the Borrower and the Subsidiary Guarantor and do not and will not: (a) not require any consent or approval of its stockholders, partners the equityholders of the Borrower or membersthe Subsidiary Guarantor or contravene their charters or by-laws; (b) contravene its organizational documents; (c) will not violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement)filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or any Consolidated Entityof its Subsidiaries; (dc) will not result in a breach of or constitute a default in any material respect or require any consent which has not been obtained under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Consolidated Entity the Borrower or the Subsidiary Guarantor is a party or by which it the properties of the Borrower or its properties the Subsidiary Guarantor may be bound or affected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effectaffected; (ed) will not result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any Consolidated Entityof its Subsidiaries, except as provided in the Security Documents; or (fe) will not cause the Borrower or any Consolidated Entity Subsidiary Guarantor or any Security Document Party, as the case may be, to be in default in any material respect under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effectinstrument.