Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrower’s limited liability company powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s formation documents nor will they constitute an event of default under any material agreement to which Borrower is a party or by which its properties or assets may be bound.

Authorization; No Conflict. The execution and delivery by each Owner of, the performance of its obligations under, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by all necessary corporate or other action of such Owner and do not and will not:

Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within the Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in the Borrower’s certificate of incorporation or bylaws, nor will they constitute an event of default under any material agreement to which the Borrower is a party or by which the Borrower is bound, nor will they contravene, conflict with or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which the Borrower or any of the Borrower’s property or assets may be bound or affected. The Borrower is not in default under any agreement to which it is a party or by which it is bound which default could reasonably be expected to have a Material Adverse Effect.

Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within the Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in the Borrower’s certificate of incorporation or bylaws, nor will they constitute an event of default under any material agreement to which the Borrower is a party or by which the Borrower is bound, nor will they contravene, conflict with or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which the Borrower or any of the Borrower’s property or assets may be bound or affected. The Borrower is not in default under any agreement to which it is a party or by which it is bound which default could reasonably be expected to have a Material Adverse Effect.

Authorization; No Conflict. The execution and delivery by the Payee of, the performance of its obligations under, and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action of the Payee, as applicable, and do not and will not:

Authorization; No Conflict . Each Co-Borrower 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 hereunder and each Co-Borrower is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Co-Borrower of each Loan Document to which it is a party, and the borrowings by the Co-Borrowers hereunder, do not and will not # require any material consent or approval of any Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), # conflict with # any provision of material law, # any Organization Documents of any Co-Borrower or # any material agreement, indenture, instrument or other document, or any material judgment, order or decree, which is binding upon any Co-Borrower or any of their respective properties or # require, or result in, the creation or imposition of any Lien on any asset of any Co-Borrower (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Due Authorization; No Conflict. The execution and delivery by each Loan Party of each Loan Document to which it is or is to be a party, and the performance of its obligations thereunder and the other transactions contemplated by the Loan Documents, are within the corporate, limited liability company or partnership powers of such Loan Party, general partner or managing member, have been duly authorized by all necessary corporate, limited liability company or partnership action, and do not # contravene the charter or bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, # violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award to the extent the violation of which could reasonably be expected to result in a Material Adverse Effect, # conflict with or result in the breach of, or constitute a default to be made under, any Material Contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties, or any general partner or managing member of any Loan Party, except to the extent the same could not reasonably be expected to cause a Material Adverse Change or # except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Restricted Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. Except as set forth on [Schedule 4.3] of the Disclosure Letter, the execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, # have been duly authorized by all necessary corporate or other organizational action and # do not and will not # contravene the terms of any of such Credit Party’s Operating Documents, # conflict with or result in any breach or contravention of, or require any payment to be made under # any provision of any security issued by such Credit Party or of any agreement, instrument or other undertaking to which such Credit Party is a party or affecting such Credit Party or the assets or properties of such Credit Party or any of its Subsidiaries or # any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Credit Party or any of its properties or assets are subject, # result in the creation of any Lien (other than under the Loan Documents) or # violate any Requirements of Law, except, in the cases of clauses (b)(ii) and (b)(iv) above, to the extent that such conflict, breach, contravention, payment or violation could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder, as applicable, and 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 the other Loan Documents to which it is a party, as applicable, and the transactions contemplated therein, do not and will not # require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), # conflict with # any provision of applicable law (including any Health Care Law), # the charter, by-laws or other organizational documents of such Loan Party or # (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or # require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.

As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party.