Common use of Authorization of Borrowing Etc Clause in Contracts

Authorization of Borrowing Etc. (a) Each Obligor has duly authorized by all necessary corporate action the execution, delivery and performance of the Loan Documents to which it is a party. The execution, delivery and performance by each Obligor of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party do not and will not (i) (A) violate any provision of any law or any governmental rule or regulation or order applicable to or binding on such Obligor, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligor, (C) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Obligor or any of its Subsidiaries except to the extent of any such violation, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on any of the Collateral (except as permitted in the applicable Collateral Document) or on any other property (except as permitted under Section 5.13 hereof), or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of such Obligor or any of its Subsidiaries, except for such approvals or consents which will have been obtained on or before the Closing Date, except for any such approval or consent under a Contractual Obligation and the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect. (b) The execution, delivery and performance by each Obligor of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority or regulatory body or any other Person which is required to be obtained or made on or prior to the Closing Date and which has not previously been obtained or made. (c) Each Obligor has duly executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the legally valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally, including materiality, reasonableness, good faith and fair dealing, and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has The execution, delivery and performance of this Agreement, and the issuance, delivery and payment of the Notes and the borrowing of the Loans have been duly authorized by all necessary corporate action by the execution, delivery and performance of the Loan Documents to which it is a party. Borrower. (b) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance of the Loan Documents to which it is a party Notes by the Borrower, and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party Loans do not and will not (i) (A) violate any provision of any law applicable to the Borrower or any governmental rule or regulation or order applicable to or binding on such Obligorof its Material Subsidiaries, (Bii) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligorthe Borrower or any of its Material Subsidiaries, (Ciii) violate any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Material Subsidiaries, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in material properties or assets of the applicable Collateral Document) Borrower or on any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance by the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and Notes will not require on the part of the Borrower any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is and each of the Notes when executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the will be a legally valid and binding obligation of such Obligor, the Borrower enforceable against such Obligor the Borrower in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' ’ rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has The execution, delivery and performance of this Agreement, and the issuance, delivery and payment of the Notes and the borrowing of the Loans have been duly authorized by all necessary corporate action by the execution, delivery and performance of the Loan Documents to which it is a party. Borrower. (b) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance of the Loan Documents to which it is a party Notes by the Borrower, and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party Loans do not and will not (i) (A) violate any provision of any law applicable to the Borrower or any governmental rule or regulation or order applicable to or binding on such Obligorof its Material Subsidiaries, (Bii) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligorthe Borrower or any of its Material Subsidiaries, (Ciii) violate any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Material Subsidiaries, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in material properties or assets of the applicable Collateral Document) Borrower or on any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; 40 36 except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance by the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and Notes will not require on the part of the Borrower any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is and each of the Notes when executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the will be a legally valid and binding obligation of such Obligor, the Borrower enforceable against such Obligor the Borrower in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has duly authorized by all necessary corporate action the The execution, delivery and performance of this Agreement by each Loan Party (including by execution and delivery of a Joinder Agreement), and, in the case of the Borrower, the issuance, delivery and payment of the Notes and the borrowing of the Loans, have been duly authorized by all necessary action of such Loan Documents to which it is a party. Party. (b) The execution, delivery and performance of this Agreement by each Obligor Loan Party (including by execution and delivery of a Joinder Agreement), and, in the case of the Loan Documents to which it is a party Borrower, the issuance, delivery and payment of the Notes and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party Loans, do not and will not (i) (A) violate any provision of any law applicable to the such Loan Party or any governmental rule of its Material Subsidiaries, (ii) violate the certificate of organization or regulation bylaws of such Loan Party or order applicable to any of its Material Subsidiaries, (iii) violate any order, judgment or decree of any court or other agency of government binding on such ObligorLoan Party or any of its Material Subsidiaries, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligor, (C) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor Loan Party or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in the applicable Collateral Document) material properties or on assets of such Loan Party or any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor Loan Party or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance of this Agreement by each Obligor Loan Party (including by execution and delivery of a Joinder Agreement), and, in the case of the Loan Documents to which it is a party Borrower, the issuance, delivery and payment of the Notes and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and Loans, will not require on the part of such Loan Party any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is, and each of the Notes when executed and delivered each of by the Loan Documents to which it is party and each such Loan Document is the Borrower will be, a legally valid and binding obligation of such Obligoreach Loan Party, enforceable against such Obligor Loan Party in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' ’ rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has The execution, delivery and performance of this Agreement, and the issuance, delivery and payment of the Notes and the borrowing of the Loans have been duly authorized by all necessary corporate action by the execution, delivery and performance of the Loan Documents to which it is a party. Borrower. (b) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance of the Loan Documents to which it is a party Notes by the Borrower, and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party Loans do not and will not (i) (A) violate any provision of any law applicable to the Borrower or any governmental rule or regulation or order applicable to or binding on such Obligorof its Material Subsidiaries, (Bii) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligorthe Borrower or any of its Material Subsidiaries, (Ciii) violate any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Material Subsidiaries, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in material properties or assets of the applicable Collateral Document) Borrower or on any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance by the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and Notes will not require on the part of the Borrower any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is, and each of the Notes when executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the will be, a legally valid and binding obligation of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' ’ rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has The execution, delivery and performance of this Agreement, and the issuance, delivery and payment of the Notes and the borrowing of the Loans have been duly authorized by all necessary corporate action by the execution, delivery and performance of the Loan Documents to which it is a party. Borrower. (b) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance of the Loan Documents to which it is a party Notes by the Borrower, and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party Loans do not and will not (i) (A) violate any provision of any law applicable to the Borrower or any governmental rule or regulation or order applicable to or binding on such Obligorof its Material Subsidiaries, (Bii) violate the certificate of incorporation or bylaws of the Borrower or any of its Material Subsidiaries, (iii) violate any provision order, judgment or decree of any court or other agency of government binding on the Certificate Borrower or Articles any of Incorporation or Bylaws of such Obligorits Material Subsidiaries, (C) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in material properties or assets of the applicable Collateral Document) Borrower or on any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance by the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and Notes will not require on the part of the Borrower any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is and each of the Notes when executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the will be a legally valid and binding obligation of such Obligor, the Borrower enforceable against such Obligor the Borrower in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' ’ rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has The execution, delivery and performance of this Agreement, and the issuance, delivery and payment of the Notes and the borrowing of the Loans have been duly authorized by all necessary corporate action by the execution, delivery and performance of the Loan Documents to which it is a party. Borrower. (b) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance of the Loan Documents to which it is a party Notes by the Borrower, and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party Loans do not and will not (i) (A) violate any provision of any law applicable to the Borrower or any governmental rule or regulation or order applicable to or binding on such Obligorof its Material Subsidiaries, (Bii) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligorthe Borrower or any of its Material Subsidiaries, (Ciii) violate any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Material Subsidiaries, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in material properties or assets of the applicable Collateral Document) Borrower or on any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance by the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and Notes will not require on the part of the Borrower any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is and each of the Notes when executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the will be a legally valid and binding obligation of such Obligor, the Borrower enforceable against such Obligor the Borrower in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has The execution, ------------------------------- delivery and performance of this Agreement, and the issuance, delivery and payment of the Notes and the borrowing of the Loans have been duly authorized by all necessary corporate action by the execution, delivery and performance of the Loan Documents to which it is a party. Borrower. (b) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance of the Loan Documents to which it is a party Notes by the Borrower, and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party Loans do not and will not (i) (A) violate any provision of any law applicable to the Borrower or any governmental rule or regulation or order applicable to or binding on such Obligorof its Material Subsidiaries, (Bii) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligorthe Borrower or any of its Material Subsidiaries, (Ciii) violate any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Material Subsidiaries, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in material properties or assets of the applicable Collateral Document) Borrower or on any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance by the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and Notes will not require on the part of the Borrower any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is and each of the Notes when executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the will be a legally valid and binding obligation of such Obligor, the Borrower enforceable against such Obligor the Borrower in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor of the Borrower and its Subsidiaries has duly authorized by all necessary corporate action the execution, delivery and performance of the Loan Documents to which it is a party. . (b) The execution, delivery and performance by the Borrower and each Obligor of its Subsidiaries of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party do not and will not (i) (A) violate any provision of any law or any governmental rule or regulation or order applicable to the Borrower or any of its Subsidiaries, the certificate or articles of incorporation or formation or by-laws or operating agreement of the Borrower or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on such Obligorthe Borrower or any of the Borrower's Subsidiaries, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligor, (Cii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default or require any payment under any material Contractual Obligation (including the Concessions) of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationSubsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (Diii) result in or require the creation or imposition of any Lien on upon any of the Collateral properties or assets of the Borrower or any of the Borrower's Subsidiaries (except as permitted in other than pursuant to the applicable Collateral Document) or on any other property (except as permitted under Section 5.13 hereofLoan Documents), or (iiiv) require any approval of stockholders or any approval or consent of any Person under any material Contractual Obligation of such Obligor the Borrower or any of its the Borrower's Subsidiaries, except for such approvals or consents which will have been obtained on or before the Closing Date, except for any such approval or consent under a Contractual Obligation Date and the failure to obtain which could not reasonably be expected to result in a Material Adverse Effectare disclosed on Schedule 4.2(b). (bc) The execution, delivery and performance by the Borrower and each Obligor of its Subsidiaries of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority or regulatory body or any other Person except as disclosed on Schedule 4.2(c), and all of such registrations, consents, approvals, notices and other actions which is are required to be obtained or made on or prior to the Closing Date and which has not have previously been obtained or made. (cd) Each Obligor The Borrower and each of its Subsidiaries has duly executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the legally valid and binding obligation of the Borrower or such ObligorSubsidiary, as applicable, enforceable against the Borrower or such Obligor Subsidiary in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally, including materiality, reasonableness, good faith and fair dealing, and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor of the Borrower and its Subsidiaries has duly authorized by all necessary corporate action the execution, delivery and performance of the Loan Documents to which it is a party. . (b) The execution, delivery and performance by the Borrower and each Obligor of its Subsidiaries of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party do not and will not (i) (A) violate any provision of any law or any governmental rule or regulation or order applicable to the Borrower or any of its Subsidiaries, the certificate or articles of incorporation or by-laws of the Borrower or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on such Obligorthe Borrower or any of the Borrower's Subsidiaries, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligor, (Cii) conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a default or require any payment under any Contractual Obligation of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationSubsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (Diii) result in or require the creation or imposition of any Lien on upon any of the Collateral properties or assets of the Borrower or any of the Borrower's Subsidiaries (except as permitted in other than pursuant to the applicable Collateral Document) or on any other property (except as permitted under Section 5.13 hereofLoan Documents), or (iiiv) require any approval of stockholders or any approval or consent of any Person under any material Contractual Obligation of such Obligor the Borrower or any of its the Borrower's Subsidiaries, except for such approvals or consents which will have been obtained on or before the Closing Date, except for any such approval or consent under a Contractual Obligation Date and the failure to obtain which could not reasonably be expected to result in a Material Adverse Effectare disclosed on Schedule 4.2(b). (bc) The execution, delivery and performance by the Borrower and each Obligor of its Subsidiaries of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority or regulatory body or any other Person except as disclosed on Schedule 4.2(c) and all of such registrations, consents, approvals, notices and other actions which is are required to be obtained or made on or prior to the Closing Date and which has not have previously been obtained or mademade (it being understood that no representation is being made hereby as to whether the Board has made any determinations or findings required to be made by it under the Act and the Regulations as conditions to the issuance of the Board Guarantee). (cd) Each Obligor The Borrower and each of its Subsidiaries has duly executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the legally valid and binding obligation of the Borrower or such ObligorSubsidiary, as applicable, enforceable against the Borrower or such Obligor Subsidiary in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally, including materiality, reasonableness, good faith and fair dealing, and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has The execution, delivery and performance of this Agreement, and the issuance, delivery and payment of the Notes and the borrowing of the Loans have been duly authorized by all necessary corporate action by the execution, delivery and performance of the Loan Documents to which it is a party. Borrower. (b) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance of the Loan Documents to which it is a party Notes by the Borrower, and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party Loans do not and will not (i) (A) violate any provision of any law applicable to the Borrower or any governmental rule or regulation or order applicable to or binding on such Obligorof its Material Subsidiaries, (Bii) violate the certificate of incorporation or bylaws of the Borrower or any of its Material Subsidiaries, (iii) violate any provision order, judgment or decree of any court or other agency of government binding on the Certificate Borrower or Articles any of Incorporation or Bylaws of such Obligorits Material Subsidiaries, (C) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in material properties or assets of the applicable Collateral Document) Borrower or on any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance by the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and Notes will not require on the part of the Borrower any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is, and each of the Notes when executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the will be, a legally valid and binding obligation of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' ’ rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has The execution, -------------------------------- delivery and performance of this Agreement, and the issuance, delivery and payment of the Notes and the borrowing of the Loans have been duly authorized by all necessary corporate action by the execution, delivery and performance of the Loan Documents to which it is a party. Borrower. (b) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance of the Loan Documents to which it is a party Notes by the Borrower, and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party Loans do not and will not (i) (A) violate any provision of any law applicable to the Borrower or any governmental rule or regulation or order applicable to or binding on such Obligorof its Material Subsidiaries, (Bii) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligorthe Borrower or any of its Material Subsidiaries, (Ciii) violate any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Material Subsidiaries, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in material properties or assets of the applicable Collateral Document) Borrower or on any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor the Borrower or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance by each Obligor the Borrower of this Agreement and the issuance, delivery and performance by the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and Notes will not require on the part of the Borrower any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is and each of the Notes when executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the will be a legally valid and binding obligation of such Obligor, the Borrower enforceable against such Obligor the Borrower in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has duly authorized by all necessary corporate action the The execution, delivery and performance of this Agreement by each Loan Party (including by execution and delivery of a Joinder Agreement), and, in the case of the Borrower, the issuance, delivery and payment of the Notes and the obtaining of extensions of credit hereunder, have been duly authorized by all necessary action of such Loan Documents to which it is a party. Party. (b) The execution, delivery and performance of this Agreement by each Obligor Loan Party (including by execution and delivery of a Joinder Agreement) and, in the case of the Loan Documents to which it is a party Borrower, the issuance, delivery and payment of the Notes, the issuance of Letters of Credit and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party Loans, do not and will not (i) (A) violate any provision of any law applicable to the such Loan Party or any governmental rule of its Material Subsidiaries, (ii) violate the certificate of organization or regulation bylaws of such Loan Party or order applicable to any of its Material Subsidiaries, (iii) violate any order, judgment or decree of any court or other agency of government binding on such ObligorLoan Party or any of its Material Subsidiaries, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligor, (C) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor Loan Party or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in the applicable Collateral Document) material properties or on assets of such Loan Party or any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor Loan Party or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance of this Agreement by each Obligor Loan Party (including by execution and delivery of a Joinder Agreement) and, in the case of the Loan Documents to which it is a party Borrower, the issuance, delivery and payment of the Notes, the issuance of Letters of Credit and the consummation borrowing of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and Loans, will not require on the part of such Loan Party any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is, and each of the Notes when executed and delivered each of by the Loan Documents to which it is party and each such Loan Document is the Borrower will be, a legally valid and binding obligation of such Obligoreach Loan Party, enforceable against such Obligor Loan Party in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' ’ rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has duly authorized by all necessary corporate action the execution, delivery and performance of the Loan Documents to which it is a party. . (b) The execution, delivery and performance by each Obligor of the Loan Documents and the agreements effecting the Concessions to which it is a party and the consummation of the transactions contemplated by the Loan Documents and the agreements effecting the Concessions to which it is a party do not and will not (i) (A) violate any provision of any law or any governmental rule or regulation or order applicable to such Obligor or binding on such Obligorany of its Subsidiaries, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such ObligorObligor or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on such Obligor or any of its Subsidiaries, (Cii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Obligor or any of its Subsidiaries except to the extent of any such violationSubsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (Diii) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in the applicable Collateral Document) properties or on assets of such Obligor or any other property (except as permitted under Section 5.13 hereof)of its Subsidiaries, or (iiiv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of such Obligor or any of its Subsidiaries, except for such approvals or consents which will have been obtained on or before the Closing DateDate and have been disclosed in writing to the Agent, except for any such approval or consent under a Contractual Obligation each Initial Lender, each Counter-Guarantor and the failure to obtain which could not reasonably be expected to result in a Material Adverse EffectBoard. (bc) The execution, delivery and performance by each Obligor of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority or regulatory body or any other Person which is required to be obtained or made on or prior to the Closing Date and which has not previously been obtained or made. (cd) Each Obligor has duly executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the legally valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally, including materiality, reasonableness, good faith and fair dealing, and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor has The execution, delivery and performance of this Agreement (including by execution and delivery of any Joinder Agreement) by each of the Loan Parties, and in the case of the Borrower, the issuance, delivery and payment of the Notes and the borrowing of the Loans, have been duly authorized by all necessary corporate action the execution, delivery and performance of the Loan Documents to which it is a party. action. (b) The execution, delivery and performance by each Obligor Loan Party of this Agreement, and the issuance, delivery and performance of the Loan Documents to which it is a party Notes by the Borrower and the consummation borrowing of the transactions contemplated Loans by the Loan Documents to which it is a party Borrower, do not and will not (i) (A) violate any provision of any law applicable to such Loan Party or any governmental rule of its Material Subsidiaries, (ii) violate the certificate of incorporation or regulation bylaws of such Loan Party or order applicable to any of its Material Subsidiaries, (iii) violate any order, judgment or decree of any court or other agency of government binding on such ObligorLoan Party or any of its Material Subsidiaries, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligor, (C) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of such Obligor Loan Party or any of its Subsidiaries except to the extent of any such violationMaterial Subsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on upon any of the Collateral (except as permitted in the applicable Collateral Document) material properties or on assets of such Loan Party or any other property (except as permitted under Section 5.13 hereof), of its Material Subsidiaries or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of such Obligor Loan Party or any of its Subsidiaries, except for Material Subsidiaries other than such approvals or and consents which will have been or will be obtained on or before the Closing Effective Date, ; except for any such violation, conflict, default, breach, lien or lack of approval or consent under a Contractual Obligation and the failure to obtain existence of which could would not reasonably be expected to result in have a Material Adverse Effect. (bc) The execution, delivery and performance by each Obligor Loan Party of this Agreement, and in the case of the Loan Documents to which it is a party Borrower, the issuance, delivery and the consummation of the transactions contemplated performance by the Loan Documents to which it is a party and the use Parties of the proceeds of the Loans do not and Notes, will not require on the part of such Loan Party any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority governmental authority or regulatory body other than any such registration, consent, approval, notice or any other Person which is required to be obtained or made on or prior to the Closing Date and action which has not previously been obtained duly made, given or madetaken. (cd) Each Obligor has duly This Agreement is and each of the Notes when executed and delivered each of by the Loan Documents to which it is party and each such Loan Document is the Borrower, will be a legally valid and binding obligation of such Obligor, each Loan Party that is party thereto enforceable against such Obligor Loan Party in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of limiting creditors' ’ rights generally, including materiality, reasonableness, good faith and fair dealing, and generally or by general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.

Authorization of Borrowing Etc. (a) Each Obligor and its Subsidiaries has duly authorized by all necessary corporate action the execution, delivery and performance of the Loan Documents to which it is a party. . (b) The execution, delivery and performance by each Obligor and each of its Subsidiaries of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party do not and will not (i) (A) violate any provision of any law or any governmental rule or regulation or order applicable to either Obligor or binding on such Obligorany of its Subsidiaries, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such either Obligor or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on either Obligor or any of either Obligor's Subsidiaries, (Cii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default or require any payment under any material Contractual Obligation (including the Concessions) of such either Obligor or any of its Subsidiaries except to the extent of any such violationSubsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (Diii) result in or require the creation or imposition of any Lien on upon any of the Collateral properties or assets of either Obligor or any of either Obligor's Subsidiaries (except as permitted in other than pursuant to the applicable Collateral Document) or on any other property (except as permitted under Section 5.13 hereofLoan Documents), or (iiiv) require any approval of stockholders or any approval or consent of any Person under any material Contractual Obligation of such either Obligor or any of its either Obligor's Subsidiaries, except for such approvals or consents which will have been obtained on or before the Closing Date, except for any such approval or consent under a Contractual Obligation and the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect. (bc) The execution, delivery and performance by each Obligor and each of its Subsidiaries of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party and the use of the proceeds of the Loans do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority or regulatory body or any other Person Person, except as set forth on Schedule 4.2, and each of the actions listed on Schedule 4.2 which is required to be obtained or made on or prior to the Closing Date and which has not previously been obtained or made. (cd) Each Obligor and each of its Subsidiaries has duly executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the legally valid and binding obligation of such ObligorObligor or such Subsidiary, as applicable, enforceable against such Obligor or such Subsidiary in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally, including materiality, reasonableness, good faith and fair dealing, and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Federal Reserve Board.