Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Law, (ii) the Organizational Documents of any Loan Party or (iii) any material Contractual Obligation or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted Liens).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a partythis Amendment, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder under the Agreement and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower hereunder, this Amendment do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), ; (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents organizational documents or governing documents of any Loan Party Party, or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties their respective properties, or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of Administrative Agent created pursuant to the Collateral Documents or permitted by Section 11.2 of the Credit Agreement).;

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower the Company is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a partyDocument. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a partyDocument, and the Credit Extensions to each Borrower borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Law, (ii) the Organizational Documents charter, bylaws, operating agreement, or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (Party, other than Permitted Liens)Liens in favor of the Administrative Agent created pursuant to the Collateral Documents.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to borrowings by each Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawapplicable law, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, material instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each the Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Law, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other document material documentto the business of any Loan Party, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder hereunder, and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary of any Loan Party (other than Permitted LiensLiens in favor of Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is the Loan Parties are duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations each other Obligation under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower borrowings by the Loan Parties hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is the Borrowers are duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower borrowings by the Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted Liens)Party.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to borrowings by each Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Administrative Agent or the Security Trustee created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized -------------------------- to execute and deliver each Loan Document to which it is a party, each Borrower Loan Party is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to borrowings by each Borrower Loan Party hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted Liens)Party.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Co-Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower borrowings by the Co-Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower Loan Party is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of this Agreement and each Loan Document to which it is a party, and the Credit Extensions to each Borrower borrowings by the Loan Parties hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws, certification of formation, operating agreement or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a partythis Amendment, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder under this Amendment and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower hereunder, this Amendment do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), ; (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents organizational documents or governing documents of any Loan Party Party, or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties their respective properties, or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of Administrative Agent created pursuant to the Collateral Documents or permitted by Section 11.2 of the Credit Agreement).; and

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, ; each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder hereunder; and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower borrowings by the Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party Party, or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted Liens)Party.

Authorization; No Conflict. Each Loan Credit Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Credit Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Credit Party of each Loan Document to which it is a party, and the Credit Extensions to each borrowings by Borrower hereunder, do not and will not (a) require any material consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any material provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party Credit Party, or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Credit Party or any of its properties their respective properties, or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Credit Party (other than Permitted LiensLiens in favor of Administrative Agent created pursuant to the Collateral Documents or permitted pursuant to Section 11.2).

Authorization; No Conflict. (a) Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder under this Agreement, and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. . (b) The execution, delivery delivery, and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each borrowings by Borrower hereunderunder this Agreement, do not and will not (ai) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which that has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), ; (bii) conflict with (iA) any provision of Lawlaw, (iiB) the Organizational Documents organizational documents or governing documents of any Loan Party Party, or (iiiC) any material Contractual Obligation agreement, indenture, instrument, or other material document, or any judgment, order order, or decree, which that is binding upon any Loan Party or any of its properties their respective properties; or (ciii) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party and LSV is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower the Company is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party and LSV is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party and LSV of each Loan Document to which it is a party, and the Credit Extensions to each Borrower borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party and LSV or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or LSV or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party or LSV (other than Permitted LiensLiens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party has all requisite power and authority and is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower Company has all requisite power and authority and is duly authorized to borrow monies and accept obtain other Credit Extensions extensions of credit hereunder and each Loan Party has all requisite power and authority and is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions borrowings by and other extensions of credit to each Borrower the Companies (or any of them) hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawapplicable law, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or Party, (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or (iv) any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower borrowings by the Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Co-Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower borrowings by the Co-Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party Party, or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties their respective properties, or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents or Permitted Liens).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each the Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each the Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Law, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) assuming, solely with respect to the Existing Credit Agreement, the satisfaction of the condition to the Closing Date contained in Section 4.01(a)(xiv), any material Contractual Obligation agreement, indenture, instrument or other document material documentto the business of any Loan Party, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to borrowings by each Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each the Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawoflaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower borrowings by Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of the Company or any Loan Party of its Subsidiaries or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party the Company or any of its Subsidiaries or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, material indenture, material instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties their respective properties, or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is the Borrowers are duly authorized to borrow monies and accept other Credit Extensions hereunder and each Loan Party is duly authorized to perform its obligations Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the Credit Extensions to each Borrower borrowings by the Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of Lawlaw, (ii) the Organizational Documents charter, by-laws or other organizational documents of any Loan Party or (iii) any material Contractual Obligation agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Permitted LiensLiens in favor of the Administrative Agent created pursuant to the Collateral Documents).