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

Power and Authority; No Conflicts. The execution, delivery and performance by the 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 or partners of the Borrower or any of its Subsidiaries or any of the Guarantors; (b) contravene the charter or by-laws of the Borrower or any of 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 Borrower 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 its Subsidiaries or any of the Guarantors is a party or by which properties of the Borrower or any of 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 its Subsidiaries or any of the Guarantors; or (f) cause the Borrower or any of its Subsidiaries or any of the Guarantors to be in default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award 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 the Borrower and the Guarantors 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 stockholders or partners of the Borrower or any of its Subsidiaries or any of the Guarantorsstockholders; (b) contravene the its charter or by-laws of the Borrower or any of its Subsidiaries 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 Borrower or any of its Subsidiaries or any of the Guarantorssuch 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 of its Subsidiaries or any Subsidiary of the Guarantors Borrower is a party or by which properties of the Borrower or any of its Subsidiaries or any of the Guarantors 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 the Borrower or any of its Subsidiaries or any except in favor of the GuarantorsAgent for the benefit of the Banks and the Issuing Bank as herein provided; or (f) cause the Borrower or any of its Subsidiaries or any of the Guarantors to be in default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award 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 or 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 and or any of its Subsidiaries taken as a whole or on the ability of the Borrower or any Guarantor of its Subsidiaries to perform its obligations hereunderhereunder or under its respective Subsidiary Guarantee, as the case may be.

Power and Authority; No Conflicts. The Except as set forth in Schedule 7.2 hereto, the execution, delivery and performance by the Borrower and the Guarantors 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 stockholders or partners of the Borrower or any of its Subsidiaries or any of the Guarantorsstockholders; (b) contravene the its charter or by-laws of the Borrower or any of its Subsidiaries 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 Borrower or any of its Subsidiaries or any of the Guarantorssuch 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 of its Subsidiaries or any Material Subsidiary of the Guarantors Borrower is a party or by which properties of the Borrower or any of its Subsidiaries or any of the Guarantors 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 the Borrower or any of its Material Subsidiaries or any except in favor of the GuarantorsAdministrative Agent for the benefit of the Banks and the Issuing Bank; or (f) cause the Borrower or any of its Material Subsidiaries or any of the Guarantors to be in default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award 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 or 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 Guarantor of its Material Subsidiaries to perform its obligations hereunderhereunder 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 Borrower 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 stockholders, members or partners of the Borrower or any of its Subsidiaries the Co-Borrowers or any of the Guarantors; (b) contravene the charter or by-laws of the Borrower or any of its Subsidiaries 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 Borrower or any of its Subsidiaries or any of the GuarantorsCo-Borrowers; (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 its Subsidiaries the Co-Borrowers or any of the Guarantors is a party or by which properties of the Borrower or any of its Subsidiaries 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 the Borrower or any of its Subsidiaries the Co-Borrowers or any of the GuarantorsGuarantors except in favor of the Bank as herein provided; or (f) cause the Borrower or any of its Subsidiaries the Co-Borrowers or any of the Guarantors to be in default default, in any material respect, under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award 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 hereunderaward.

Power and Authority; No Conflicts. The execution, delivery and performance by the 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 or partners of the Borrower or any of its Subsidiaries or any of the Guarantors; (b) contravene the charter or by-laws of the Borrower or any of 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 Borrower or any of its Subsidiaries or any of the GuarantorsBorrower; (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 its Subsidiaries or any of the Guarantors is a party or by which properties of the Borrower or any of 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 its Subsidiaries or any the Guarantors except in favor of the GuarantorsBanks as herein provided; or (f) cause the Borrower or any of its Subsidiaries or any of the Guarantors to be in default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award 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 execution, delivery and performance by the 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 or partners of the Borrower or any of its Subsidiaries the Guarantors or of any of the Guarantorsthird party; (b) contravene the charter or by-laws of the Borrower or any of 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 System as in effect from time to time), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower 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 its Subsidiaries or any of the Guarantors is a party or by which properties of the Borrower or any of its Subsidiaries 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 the Borrower or any of its Subsidiaries or any of the Guarantors; or (f) cause the Borrower or any of its Subsidiaries or any of the Guarantors to be in default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award 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 execution, delivery and performance by the Borrower and each of 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 stockholders, members or partners of the Borrower or any of its Subsidiaries or any of the Guarantors; (b) contravene the charter or by-laws of the Borrower or any of 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 Borrower 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 its Subsidiaries or any of the Guarantors is a party or by which properties of the Borrower or any of its Subsidiaries 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 the Borrower or any of its Subsidiaries or any the Guarantors except in favor of the GuarantorsBank as herein provided; or (f) cause the Borrower or any of its Subsidiaries or any of the Guarantors to be in default default, in any material respect, under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award 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 hereunderaward.

Power and Authority; No Conflicts. The execution, delivery and performance by the 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 or partners of the Borrower or any of its Subsidiaries or any of the GuarantorsSubsidiaries; (b) contravene the charter or by-laws of the Borrower or any of its Subsidiaries or any of the GuarantorsSubsidiaries; (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 Borrower or any of its Subsidiaries or any of the GuarantorsBorrower; (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 its Subsidiaries or any of the Guarantors is a party or by which properties of the Borrower or any of 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 its Subsidiaries or any except in favor of the GuarantorsBanks as herein provided; or (f) cause the Borrower or any of its Subsidiaries or any of the Guarantors to be in default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award 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.