Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Transferor of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

Authorization; No Contravention. The execution, delivery and performance of the Seller and the consummation of the transactions contemplated by this Agreement do not and will not # violate # any provision of any law or any governmental rule or regulation applicable to it, # any of its organizational documents or # any order, judgment or decree of any court or other agency of government binding on it or its properties (except where the violation could not reasonably be expected to have a material adverse effect on the Purchaser); # conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any of its contractual obligations (except where the violation could not reasonably be expected to have a material adverse effect on the Purchaser); # result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created under the Indenture in favor of the [[Organization A:Organization]] for the benefit of the Secured Parties); or # require any approval of its stockholders, members or partners or any approval or consent of any other Person.

Authorization; No Contravention. The execution, delivery and performance of the Seller and the consummation of the transactions contemplated by this Agreement do not and will not # violate # any provision of any law or any governmental rule or regulation applicable to it, # any of its Constituent Documents, or # any order, judgment or decree of any court or other agency of government binding on it or its properties (except where the violation could not reasonably be expected to have a Material Adverse Effect); # conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any of its contractual obligation (except where the violation could not reasonably be expected to have a Material Adverse Effect); # result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created under any of the Transaction Documents in favor of Collateral Agent for the benefit of the Secured Parties); or # require any approval of stockholders, members or partners or any approval or consent of any Person under any contractual obligation.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document have been duly authorized by all necessary corporate or other organizational action, and do not and will not # contravene the terms of the Borrower’s Organization Documents; # conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under # any material Contractual Obligation to which it is a party or affecting it or the properties of the Borrower or any of its Subsidiaries or # any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or # violate any Law. The Borrower and each Subsidiary thereof is in compliance with all Contractual Obligations referred to in [clause (b)](i), except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, 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 Person’s Organization Documents; # conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under # any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or # any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or # violate any Law. Each Loan Party and each Subsidiary thereof is in compliance with all Contractual Obligations referred to in [clause (b)](i), except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance of the Seller and the consummation of the transactions contemplated by this Agreement do not and will not # violate # any provision of any law or any governmental rule or regulation applicable to it, # any of its organizational documents or # any order, judgment or decree of any court or other agency of government binding on it or its properties (except where the violation could not reasonably be expected to have a material adverse effect on the Purchaser); # conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any of its contractual obligations (except where the violation could not reasonably be expected to have a material adverse effect on the Purchaser); # result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created under the Indenture in favor of the Trustee for the benefit of the Secured Parties); or # require any approval of its stockholders, members or partners or any approval or consent of any other Person.

Authorization; No Contravention. The execution, delivery and performance by it of each Loan Document to which it is party, have been duly authorized by all necessary corporate action and do not and will not # contravene the terms of any of such Person’s Organization Documents; # conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or # violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, 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 Person’s Organization Documents; # conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or # violate any Law.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not # contravene the terms of any of such Person’s Organization Documents; # conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under # any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or # any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or # violate any material Law.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party 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 Person’s Organization Documents; # conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under # any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries; or # any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or # violate any Law; except in each case referred to in clause (b) or (c), to the extent that such conflict, breach or violation could not reasonably be expected to have a Material Adverse Effect.