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

Power and Authority; No Conflicts. The execution, delivery and performance by each of the Co-Borrowers and the Guarantors of each of the Facility Documents to which it is a party have been duly authorized by all necessary corporate or partnership action and do not and will not: (a) require any consent or approval of the stockholders, members or partners of any of the Co-Borrowers or any of the Guarantors; (b) contravene the charter or by-laws of any of the Co-Borrowers or any of the Guarantors; (c) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, 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 the Co-Borrowers; (d) result in a breach of or constitute a default or require any consent under any indenture or loan agreement or any other agreement, lease or instrument to which any of the Co-Borrowers or any of the Guarantors is a party or by which properties of any of the Co-Borrowers or any of the Guarantors may be bound or affected; (e) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by any of the Co-Borrowers or any of the Guarantors except in favor of the Bank as herein provided; or (f) cause any of the Co-Borrowers or any of the Guarantors to be in default, in any material respect, under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award.

Power and Authority; No Conflicts. The execution, delivery and performance by each of the Co-Borrowers Borrower and the Guarantors its Subsidiary of each of the Facility Documents to which it is a party have been duly authorized by all necessary corporate or partnership action and do not and will not: (a) require any consent or approval of the stockholders, members or partners of any stockholders of the Co-Borrowers Borrower or any of the Guarantorsits Subsidiaries; (b) contravene the charter or by-laws of any of the Co-Borrowers Borrower or any of the Guarantorsits Subsidiaries; (c) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, 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 the Co-BorrowersBorrower; (d) result in a breach of or constitute a default or require any consent under any indenture or loan agreement or any other agreement, lease or instrument to which any of the Co-Borrowers Borrower or any of the Guarantors its Subsidiaries is a party or by which properties of any of the Co-Borrowers Borrower or any of the Guarantors its Subsidiaries may be bound or affected; (e) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by any of the Co-Borrowers Borrower or any of the Guarantors its Subsidiaries except in favor of the Bank Banks as herein provided; or (f) cause any of the Co-Borrowers Borrower or any of the Guarantors its Subsidiaries to be in default, in any material respect, default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or awardaward or any such indenture, agreement, lease or instrument.

Power and Authority; No Conflicts. The Except as set forth in Schedule 7.2 hereto, the execution, delivery and performance by each of the Co-Borrowers and the Guarantors Borrower of each of the Facility Documents to which it is a party and by each Material Subsidiary of its respective Subsidiary Guarantee are within their respective power and authority and have been duly authorized by all necessary corporate or partnership action and do not and will not: (a) require any consent or approval of the its stockholders, members or partners of any of the Co-Borrowers or any of the Guarantors; (b) contravene the its charter or by-laws of any of the Co-Borrowers or any of the Guarantorslaws; (c) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, T, U or X of the Board of Governors of the Federal Reserve system Board as in effect from time to time), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Co-BorrowersBorrower or any such Subsidiary; (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 the Borrower or any Material Subsidiary of the Co-Borrowers or any of the Guarantors Borrower is a party or by which properties of any of the Co-Borrowers or any of the Guarantors its properties may be bound or affected; (e) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by any of the Co-Borrowers Borrower or any of the Guarantors its Material Subsidiaries except in favor of the Bank as herein providedAdministrative Agent for the benefit of the Banks and the Issuing Bank; or (f) cause any of the Co-Borrowers Borrower or any of the Guarantors its Material Subsidiaries to be in default, in any material respect, default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or awardaward or any such indenture, agreement, lease or instrument, except, in the case of clauses (c), (d), (e) and (f) above, where such violation, failure to satisfy such requirement, breach, default, failure to obtain consent or creation or imposition of a Lien, as the case may be, would not, in any case or in the aggregate, have a material adverse effect upon the operations, business, property or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole or on the ability of the Borrower or any of its Material Subsidiaries to perform its obligations hereunder or under its respective Subsidiary Guarantee, as the case may be.

Power and Authority; No Conflicts. The execution, delivery and performance by each of the Co-Borrowers Borrower and the Guarantors of each of the Facility Documents to which it is a party are within the corporate power and authority of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or partnership action and do not and will not: (a) require any consent or approval of the stockholders, members or partners of any stockholders of the Co-Borrowers Borrower or any of the GuarantorsGuarantors or of any third party; (b) contravene the charter or by-laws of any of the Co-Borrowers Borrower or any of the Guarantors; (c) violate any provision of, ; or require any filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, T, U or X of the Board of Governors of the Federal Reserve system System as in effect from time to time), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Co-BorrowersBorrower or any of the Guarantors; (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 of the Co-Borrowers Borrower or any of the Guarantors is a party or by which properties of any of the Co-Borrowers Borrower or any of the Guarantors may be bound or affected, the violation of which would reasonably be expected to cause a Material Adverse Effect; (e) result in or require the creation or imposition of any Lien (other than Permitted Liens) upon or with respect to any of the properties now owned or hereafter acquired by any of the Co-Borrowers Borrower or any of the Guarantors except in favor of the Bank as herein providedGuarantors; or (f) cause any of the Co-Borrowers Borrower or any of the Guarantors to be in default, in any material respect, default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or awardaward or any such indenture, agreement, lease or instrument.

Power and Authority; No Conflicts. The execution, delivery and performance by each of the Co-Borrowers and the Guarantors of each of the Facility Documents to which it is a party Documents: (a) have been duly authorized by all necessary corporate or partnership 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 the stockholders, members or partners of any equityholders of the Co-Borrowers or any of the GuarantorsGuarantors or contravene their charters or by-laws or other governance or organizational documents; (b) contravene the charter or by-laws of any of the Co-Borrowers or any of the Guarantors; (c) will not violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, T, Regulation U or X of the Board of Governors of the Federal Reserve system as in effect from time to timeand Regulation X), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Co-BorrowersHawk or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect; (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 of the Co-Borrowers Hawk or any of the Guarantors its Subsidiaries is a party or by which the properties of any of the Co-Borrowers Hawk or any of the Guarantors its Subsidiaries may be bound or affected; (ed) will not result in in, or require require, the creation or imposition of of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by any of the Co-Borrowers Hawk or any of its Subsidiaries, except as provided in the Guarantors except in favor of the Bank as herein providedSecurity Documents; or and (fe) will not cause any of the Co-Borrowers Hawk or any of its Subsidiaries, as the Guarantors case may be, to be in default, in any material respect, default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or awardaward or any such indenture, agreement, lease or instrument, except as could not be reasonably expected to have a Material Adverse Effect.

Power and Authority; No Conflicts. The execution, delivery and performance by each of the Co-Borrowers Borrower and the Guarantors of each of the Facility Documents to which it is a party have been duly authorized by all necessary corporate or partnership action and do not and will not: (a) require any consent or approval of the stockholders, members stockholders or partners of the Borrower or any of the Co-Borrowers its Subsidiaries or any of the Guarantors; (b) contravene the charter or by-laws of the Borrower or any of the Co-Borrowers its Subsidiaries or any of the Guarantors; (c) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, 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 the Co-BorrowersBorrower or any of its Subsidiaries or any of the Guarantors; (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 the Borrower or any of the Co-Borrowers its Subsidiaries or any of the Guarantors is a party or by which properties of the Borrower or any of the Co-Borrowers its Subsidiaries or any of the Guarantors may be bound or affected; (e) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any of the Co-Borrowers its Subsidiaries or any of the Guarantors except in favor of the Bank as herein providedGuarantors; or (f) cause the Borrower or any of the Co-Borrowers its Subsidiaries or any of the Guarantors to be in default, in any material respect, default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or awardaward or any such indenture, agreement, lease or instrument, except, in the case of clauses (c), (d), and (f) above, where such violation, failure to satisfy such requirement, breach, default or failure to obtain consent as the case may be, would not, in any case or in the aggregate, have a material adverse effect upon the operations, business, property or financial condition of the Borrower and its Subsidiaries taken as a whole or on the ability of the Borrower or any Guarantor to perform its obligations hereunder.

Power and Authority; No Conflicts. The Except as set forth in Schedule 6.02, the execution, delivery and performance by each of the Co-Borrowers and the Guarantors Borrower of each of the Facility Documents to which it is a party and by each Subsidiary of the Borrower of its respective Subsidiary Guarantee have been duly authorized by all necessary corporate or partnership action and do not and will not: (a) require any consent or approval of the its stockholders, members or partners of any of the Co-Borrowers or any of the Guarantors; (b) contravene the its charter or by-laws of any of the Co-Borrowers or any of the Guarantorslaws; (c) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, T, U or X of the Board of Governors of the Federal Reserve system Board as in effect from time to time), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Co-BorrowersBorrower or any such Subsidiary; (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 the Borrower or any Subsidiary of the Co-Borrowers or any of the Guarantors Borrower is a party or by which properties of any of the Co-Borrowers or any of the Guarantors its properties may be bound or affected; (e) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by any of the Co-Borrowers Borrower or any of the Guarantors its Subsidiaries except in favor of the Agent for the benefit of the Banks and the Issuing Bank as herein provided; or (f) cause any of the Co-Borrowers Borrower or any of the Guarantors its Subsidiaries to be in default, in any material respect, default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or awardaward or any such indenture, agreement, lease or instrument, except, in the case of clauses (c), (d), (e) and (f) above, where such violation, failure to satisfy such requirement, breach, default, failure to obtain consent or creation or imposition of a Lien, as the case may be, would not, in any case or in the aggregate, have a material adverse effect upon the operations, business, property or financial condition of the Borrower or any of its Subsidiaries or on the ability of the Borrower or any of its Subsidiaries to perform its obligations hereunder or under its respective Subsidiary Guarantee, as the case may be.

Power and Authority; No Conflicts. The execution, delivery and performance by the Borrower and each of the Co-Borrowers and the Guarantors of each of the Facility Documents to which it is a party have been duly authorized by all necessary corporate or partnership action and do not and will not: (a) require any consent or approval of the stockholders, members or partners of any of the Co-Borrowers Borrower or any of the Guarantors; (b) contravene the charter or by-laws of any of the Co-Borrowers Borrower or any of the Guarantors; (c) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, 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 the Co-BorrowersBorrower or any of the Guarantors; (d) result in a breach of or constitute a default or require any consent under any indenture or loan agreement or any other agreement, lease or instrument to which any of the Co-Borrowers Borrower or any of the Guarantors is a party or by which properties of any of the Co-Borrowers Borrower or any of the Guarantors may be bound or affectedaffected the breach of which would result in a Material Adverse Effect; (e) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by any of the Co-Borrowers Borrower or any of the Guarantors except in favor of the Bank as herein provided; or (f) cause any of the Co-Borrowers Borrower or any of the Guarantors to be in default, in any material respect, under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award.

Power and Authority; No Conflicts. The execution, delivery and performance by each of the Co-Borrowers and the Guarantors of each Obligors of the Facility Documents to which it is a party have been duly authorized by all necessary corporate corporate, partnership or partnership limited liability company action and do not and will not: (a) require any consent or approval of the its stockholders, members partners or partners of any of the Co-Borrowers or any of the Guarantorsmembers; (b) contravene the charter or by-laws of any of the Co-Borrowers or any of the Guarantorsits organizational documents; (c) violate any provision of, or require any filingfiling (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Trademark Security Agreement), registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, T, U or X of the Board of Governors of the Federal Reserve system as in effect from time to timeU), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Co-Borrowersany 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 of the Co-Borrowers or any of the Guarantors Consolidated Entity is a party or by which it or its properties of any of the Co-Borrowers or any of the Guarantors may be bound or affectedaffected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effect; (e) result in in, or require 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 of the Co-Borrowers or any of the Guarantors except in favor of the Bank as herein providedConsolidated Entity; or (f) cause any of the Co-Borrowers or any of the Guarantors Consolidated Entity to be in default, in any material respect, default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or awardaward or any such indenture, agreement, lease or instrument if such default could reasonably be expected to have a Material Adverse Effect.