Authorization. The execution, delivery and performance of this Agreement, the other Loan Documents and the [[Organization C:Organization]] Guarantee to which the [[Organization A:Organization]] or [[Organization C:Organization]] is or is to become a party and the transactions contemplated hereby and thereby # are within the corporate authority of the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, # have been duly authorized by all necessary corporate proceedings, # do not conflict with or result in any breach or contravention of any provision of any law, statute, rule or regulation to which the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be is subject or any material judgment, order, writ, injunction, license or permit applicable to the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, except where any such conflict, breach, or contravention would not have a material adverse effect on the business, properties or financial condition of the [[Organization A:Organization]] and [[Organization C:Organization]] and their Subsidiaries, taken as a whole, a material adverse effect on the ability of the [[Organization A:Organization]] to perform its obligations under the Loan Documents and [[Organization C:Organization]] to perform its obligations under the [[Organization C:Organization]] Guarantee or a material adverse effect on the validity or enforceability of the Loan Documents or the [[Organization C:Organization]] Guarantee, and # do not conflict with any provision of the corporate charter, as amended, or bylaws, as amended, of, or any material agreement or other material instrument binding upon, the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be. This Agreement, each other Loan Document to which the [[Organization A:Organization]] is a party and the [[Organization C:Organization]] Guarantee have been duly executed and delivered by the [[Organization A:Organization]]. The [[Organization C:Organization]] Guarantee has been duly executed and delivered by [[Organization C:Organization]].

The execution, delivery and performance by the [[Organization A:Organization]] of this Agreement and the other Loan Documents are within the [[Organization A:Organization]]’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene # the [[Organization A:Organization]]’s charter or by‑laws or # except to the extent such contravention would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect, law or any material contractual restriction binding on the [[Organization A:Organization]] or, to the knowledge of the [[Organization A:Organization]], any other contractual restriction binding on the [[Organization A:Organization]].

Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby # are within the organizational authority of each of the Borrowers, # have been duly authorized by all necessary organizational proceedings on the part of each of the Borrowers, # do not materially conflict with or result in any material breach or contravention of any provision of Law, statute, rule or regulation to which any of the Borrowers is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrowers, and # do not conflict with any provision of the corporate charter, bylaws or constitutional documents of any of the Borrowers or any material agreement or other material instrument binding upon any of the Borrowers.

Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby # are within the corporate (or the equivalent company) authority of the Company, # have been duly authorized by all necessary corporate (or the equivalent company) proceedings, # do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Company is subject or any judgment, order, writ, injunction, license or permit applicable to the Company and # do not conflict with any provision of the Organizational Documents of, or any agreement or other instrument binding upon, the Company.

Section # Governmental Approvals. The execution and delivery by the [[Organization A:Organization]] of this Agreement and the other Loan Documents and by [[Organization C:Organization]] of the [[Organization C:Organization]] Guarantee, and the performance by them of their respective obligations thereunder, do not require the approval or consent of, or filing with, any Governmental Authority.

Enforceability. The execution and delivery by the [[Organization A:Organization]] of this Agreement and the other Loan Documents and by [[Organization C:Organization]] of the [[Organization C:Organization]] Guarantee will result in valid and legally binding obligations of the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, enforceable against them in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights and remedies generally and general principles of equity.