Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s Certificate of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s Articles of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement to which Borrower is a party or by which Borrower is bound. Borrower is not in default under any material agreement to which it is a party or by which it is bound.

Due Authorization and No Conflict. The execution, delivery and performance by the Borrower of this Agreement, the Sale and Contribution Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company action and do not contravene or constitute a default under, any provision of applicable law or of the Borrower’s certificate of formation or of the limited liability company agreement or of any agreement, judgment, injunction, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Adverse Claim on any asset of the Borrower. This Agreement, the Sale and Contribution Agreement and the other Facility Documents to which the Borrower is a party have been duly executed and delivered on behalf of the Borrower.

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).

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.

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. 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; Binding Agreements. The execution, delivery, and performance of the Loan Documents to which it is a party and the request for each Advance hereunder (in the case of Borrower) are within such Loan Party’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in such Loan Party’s Charter Documents, nor will they violate or constitute an event of default under the documentation governing the Existing Indebtedness or any other material agreement to which any Loan Party is a party or by which such Loan Party is bound. No Loan Party is in default of any payment obligation and no event of default has occurred and is continuing under any material agreement to which it is a party or by which it is bound. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and the other Loan Documents, when executed and delivered by each Loan Party, will constitute, the legal, valid, and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their terms, except as the enforceability hereof or thereof may be affected by: # bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and # the limitation of certain remedies by certain equitable principles of general applicability.

Due Authorization. The Company has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.