Common use of Due Organization - Corporate Authorization - No Conflicts Clause in Contracts

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party presently is and shall hereafter remain in good standing in its State of organization and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entity’s business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender with prior written notice of any entity’s becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number. (d) Each Loan Party has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties of each Loan Document to which it is a party; the Loan Parties’ consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties as contemplated hereby); each Loan Party’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Party. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as a Delaware corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is may be necessary, except where the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on the Borrower's business, assets or financial condition. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Related Entity's business, assets or financial condition. provided that, the Borrower may dissolve any Related Entity if (i) upon such dissolution, all of such Related Entity's assets are transferred to the Borrower and (ii) as a result of such dissolution, the Borrower does not, expressly or by operation of law, assume any liabilities of such Related Entity that would, in accordance with GAAP, be classified as liabilities, whether absolute or contingent, and whether or not they would be reflected on a balance sheet and the notes thereto of the Borrower, unless the Agent shall have consented to the assumption of such liabilities. The Borrower shall provide the Lender Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number. (d) Each Loan Party Obligor has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party Obligor is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (ed) The execution and delivery by the Loan Parties each Obligor of each Loan Document to which it is a party; the Loan Parties’ Obligor's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Obligors as contemplated hereby); each Loan Party’s Obligor's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Partythe Obligors. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Obligors pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Obligors and are the legal, valid and binding obligations of the Loan Parties Obligors, enforceable against the Loan Parties Obligors in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws of general application relating to or affecting generally the enforcement of creditors' rights and remedies except to the extent that the availability of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party Borrower presently is and shall hereafter remain in good standing as a corporation, or limited liability company, as the case may be, in its the State of organization referenced in the Preamble hereto and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ such Borrower's assets or operation of the Loan Parties’ such Borrower's business, such qualification is may be necessary, except where the for such States in which failure to be so qualify qualified and in good standing would not have result in a Material Adverse EffectChange. (b) Each Related Entity as of the date hereof Subsidiary is listed on EXHIBIT 47-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which each other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the for such States in which failure to be so qualify qualified and in good standing would not reasonably be expected to have result in a Material Adverse EffectChange. The Borrower Borrowers shall provide the Lender Administrative Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related EntitySubsidiary. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number. (d) Each Loan Party Borrower has all requisite corporate power and authority to execute and deliver to the Administrative Agent all and singular the Loan Documents to which such Loan Party Borrower is a party and has and will hereafter retain all requisite corporate power to perform all and singular the Liabilities. (ed) The execution and delivery by the Loan Parties each Borrower of each Loan Document to which it is a party; the Loan Parties’ each Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security and mortgage interests by the Loan Parties such Borrower as contemplated hereby)) ; and each Loan Party’s Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan PartyBorrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party any Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Borrower party thereto and are the legal, valid and binding obligations of the Loan Parties each Borrower party thereto, enforceable against the Loan Parties each Borrower party thereto in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as a Delaware corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party The Borrower shall not change its State of incorporation or nor its taxpayer identification number. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Partythe Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as an Ohio corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is necessary, except where for those States in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on the Borrower's business, assets, financial condition, operations or prospects. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which each other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where for those States in which the failure to so qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Borrower's business, assets, financial condition, operations or prospects. The Borrower shall provide the Lender Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all and singular the Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all and singular the Liabilities. (ed) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security and mortgage interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: : (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Party. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as a Missouri corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower’s assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entityBorrower’s business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have no more than a Material Adverse Effectde minimis adverse effect on the business or a assets of the Borrower. (b) Each Affiliate is listed on Exhibit 4.2 annexed hereto. The Borrower shall provide the Lender with prior written notice of any entity’s becoming or ceasing to be a Related Entityan Affiliate. (c) No Loan Party The Borrower shall not change its State of incorporation or nor its taxpayer identification number. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower’s consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests Collateral Interests by the Loan Parties as contemplated herebyBorrower to secure the Liabilities); each Loan Partythe Borrower’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Partythe Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower and AWI each presently is and shall hereafter remain in good standing in its State of organization as a Delaware corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's or AWI's assets or operation of the Loan Parties’ Borrower's or AWI's business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party Neither the Borrower nor AWI shall change its State of incorporation or nor its taxpayer identification number. (d) Each Loan Party of the Borrower and AWI has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower or AWI is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties Borrower and AWI of each Loan Document to which it is a party; the Loan Parties’ Borrower's and AWI's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrower and AWI as contemplated hereby); each Loan Party’s the Borrower's and AWI's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Partythe Borrower or AWI. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower or AWI pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and AWI and are the legal, valid and binding obligations of the Loan Parties Borrower and AWI, enforceable against the Loan Parties Borrower and AWI in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as an Ohio corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is necessary, except where for those States in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on the Borrower's business, assets, financial condition, operations or prospects. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which each other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where for those States in which the failure to so qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Borrower's business, assets, financial condition, operations or prospects. The Borrower shall provide the Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all and singular the Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all and singular the Liabilities. (ed) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security and mortgage interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or material obligation of such Loan Partythe Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or material obligation, except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as an Illinois corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary The Parent is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (ed) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: : (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Party. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as a Delaware corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is may be necessary, except where the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on the Borrower's business, assets or financial condition. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Related Entity's business, assets or financial condition, provided that, the Borrower may dissolve any Related Entity if (i) upon such dissolution, all of such Related Entity's assets are transferred to the Borrower and (ii) as a result of such dissolution, the Borrower does not, expressly or by operation of law, assume any liabilities of such Related Entity that would, in accordance with GAAP, be classified as liabilities, whether absolute or contingent, and whether or not they would be reflected on a balance sheet and the notes thereto of the Borrower, unless the Agent shall have consented to the assumption of such liabilities. The Borrower shall provide the Lender Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number. (d) Each Loan Party Obligor has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party Obligor is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (ed) The execution and delivery by the Loan Parties each Obligor of each Loan Document to which it is a party; the Loan Parties’ Obligor's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Obligors as contemplated hereby); each Loan Party’s Obligor's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Partythe Obligors. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance Encumbranc upon any assets of a Loan Party the Obligors pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Obligors and are the legal, valid and binding obligations of the Loan Parties Obligors, enforceable against the Loan Parties Obligors in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws of general application relating to or affecting generally the enforcement of creditors' rights and remedies except to the extent that the availability of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (f) The Borrower's respective organizational identification number assigned to it by the State of its incorporation and its respective federal employer identification number is stated on EXHIBIT 4-2, annexed hereto. The Borrower shall not change its State of organization; any organizational identification number assigned to the Borrower by that State; or that Borrower's federal taxpayer identification number.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party presently is and shall hereafter remain in good standing in its State of organization and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would could not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof Effective Date is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entity’s business, such qualification may be necessary, except where the failure to so qualify would could not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender Agent with prior written notice of any entity’s becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification numbernumber without the prior consent of the Agent. (d) Each Loan Party has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties of each Loan Document to which it is a party; the Loan Parties’ consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties as contemplated hereby); each Loan Party’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law Law, (B) Material Indebtedness, or obligation (C) the organizational documents of such Loan Party. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower and/or its Subsidiaries pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party subject to the entry of the DIP Orders and the terms thereof, and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally generally, and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization a subsisting corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is may be necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 45-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing a subsisting corporation in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all and singular the Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all and singular the Liabilities. (ed) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Partythe Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency and similar other laws and rules of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be broughtcreditors.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party UFP presently is and shall hereafter remain in good standing as a Delaware corporation. MFT presently is and shall hereafter remain in its State of organization and each good standing as a Maine corporation. The Borrower is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification may be necessary. The Borrower is necessary, except where not an "Investment Company" withing the failure to so qualify would not have a Material Adverse Effectmeaning of the Investment Company Act. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 43-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party The Borrower shall not change its State of incorporation or nor its taxpayer identification number. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Partythe Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party Borrower presently is is, and shall hereafter remain remain, in good standing as a corporation in its the State of organization referenced in the Preamble hereto and each is is, and shall hereafter remain remain, duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ such Borrower's assets or operation of the Loan Parties’ such Borrower's business, such qualification is may be necessary, except where the for such States in which failure to be so qualify qualified and in good standing would not have result in a Material Adverse EffectChange. (b) Each Related Entity as of the date hereof Subsidiary is listed on EXHIBIT 45-2, annexed hereto. Each Subsidiary is is, and shall hereafter remain remain, in good standing in the State in which incorporated and is is, and shall hereafter remain remain, duly qualified in which each other State in which, by reason of that such entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the for such States in which failure to be so qualify qualified and in good standing would not reasonably be expected to have result in a Material Adverse EffectChange. The Borrower Borrowers shall provide the Lender Administrative Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related EntitySubsidiary. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number. (d) Each Loan Party Borrower has all requisite corporate power and authority to execute and deliver to the Administrative Agent all and singular the Loan Documents to which such Loan Party Borrower is a party and has and will hereafter retain all requisite corporate power to perform all and singular the Liabilities. (ed) The execution and delivery by the Loan Parties each Borrower of each Loan Document to which it is a party; the Loan Parties’ each Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties as contemplated hereby)Documents; and each Loan Party’s Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan PartyBorrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance (other than Permitted Liens) upon any assets of a Loan Party any Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Borrower party thereto and are the legal, valid and binding obligations of the Loan Parties each Borrower party thereto, enforceable against the Loan Parties each Borrower party thereto in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as Washington corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entity’s Borrower's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. . (b) The Borrower shall provide the Lender with prior written notice of any entity’s becoming or ceasing to be a Related Entity. (c) No Loan Party shall not change its State of incorporation or nor its taxpayer identification number. (dc) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (ed) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Partythe Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as a Minnesota corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is necessary, except where the failure to so qualify obtain such qualification would not have a Material Adverse Effectmaterial and adverse effect on the Borrower's operations or the Lender's ability to realize any Collateral located in such jurisdiction. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary Related Entity (excluding individuals) is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party The Borrower shall not change its State of incorporation or nor its taxpayer identification number. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Partythe Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion effect of the court before which any proceeding therefor may be broughtbankruptcy and equitable principles.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party presently The Borrower is and shall hereafter remain in good standing in its State of organization as a Florida corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is may be necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 45-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entityparent company or subsidiary of Borrower. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all to the Lender those Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform any and all Liabilities. (ed) The execution and delivery by the Loan Parties borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security and mortgage interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action.; (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Party.the Borrower; and (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, the Borrower except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as an Ohio corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is may be necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party The Borrower shall not change its State of incorporation or nor its taxpayer identification number. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Partythe Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party the Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms. (g) Borrower has no Affiliates other than Roberd Insurance Agency, except as enforceability may be limited by applicable bankruptcyInc., insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which will not at any proceeding therefor may be broughttime hereafter acquire any other Affiliates.

Due Organization - Corporate Authorization - No Conflicts. (a) Each Loan Party Borrower presently is and shall (except as otherwise permitted by this Agreement in connection with (i) permitted store closings, (ii) restructurings of the manner in which the Borrowers carry on their business, and (iii) mergers between or among Related Entities) hereafter remain in good standing in its as a corporation organized under the laws of the State of organization and each is its incorporation indicated in EXHIBIT 4.2 to this Agreement and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ that Borrower's assets or operation of the Loan Parties’ that Borrower's business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-24.2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain (except as otherwise permitted by Agreement (i) in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entity’s business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Lender with prior written notice of any entity’s becoming or ceasing to be a Related Entity.connection with (c) No Loan Party Borrower shall change its State of incorporation or its taxpayer identification numberwithout prior notification to Agent. (d) Each Loan Party Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party it is a party and has and will hereafter hereafter, subject to Section 4.2(a), retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties of each Loan Document to which it by each Borrower, or by the Lead Borrower on behalf of each Borrower that is a party; the Loan Parties’ party thereto, such Borrower's consummation of the transactions contemplated by such Loan Documents Document (including, without limitation, the creation of security interests by the Loan Parties such Borrower as contemplated hereby); each Loan Party’s , such Borrower's performance under those of the such Loan Documents to which it is a party; Document, the borrowings hereunder; , and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. action on the part of such Borrower; (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Party. Borrower; and (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party such Borrower pursuant to any Requirement of Law or obligationobligation of such Borrower, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party the Lead Borrower on behalf of itself and the other Borrowers and are the legal, valid and binding obligations of the Loan Parties Borrowers, enforceable against the Loan Parties Borrowers in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws of general application relating to or affecting generally the enforcement of creditors' rights and remedies or by general principles of creditors generally and except as the remedy equity (regardless of specific performance whether such principles are considered in a proceeding at law or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be broughtin equity).