The Loan Documents. The execution, delivery and performance by Borrower of each Loan Document to which it is a party are within Borrower's powers, have been duly authorized by all necessary action, do not contravene # Borrower's charter or by-laws or # any law or any contractual restriction binding on or affecting Borrower, and do not result in or require the creation of any Lien, security interest or other charge or encumbrance (other than pursuant to the terms thereof) upon or with respect to any of its properties.

Power and Authority. Each Borrower is duly authorized to execute, deliver and perform its Loan Documents. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not # require any consent or approval of any holders of Equity Interests of any Borrower, except those already obtained; # contravene the Organic Documents of any Borrower; # violate or cause a default under any Applicable Law or Material Contract; or # result in or require the imposition of any Lien (other than Permitted Liens) on any Borrower’s Property.

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 any of the Borrower’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 the Borrower is a party 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, except in each case referred to in clause (b)(i),(b)(ii) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

. 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 (other than the Loan Documents) to which such Person is a party or affecting such Person or the properties of such Person 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.

Authorization and Validity. The Borrower has the power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder. The execution and delivery by the Borrower of the Loan Documents and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Loan Documents constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party # have been duly authorized by all necessary corporate or other organizational action, # do not and will not # violate any of such Person’s Organization Documents, # result in the creation of any Lien not permitted by the Loan Documents, # violate any Contractual Obligation to which such Person is a party or by which it or any of its properties is bound or # violate 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)(ii)-(iv) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Proceedings. Each Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and each of the other Loan Documents to which any Borrower is a party has been duly executed and delivered by or on behalf of each Borrower and each constitutes the legal, valid and binding obligation of each Borrower party thereto enforceable against such Borrower in accordance with the terms thereof, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

The Loan Documents are and shall continue to be in all respects valid and binding upon Borrower according to their terms, subject to all Laws, including, without limitation, equitable principles, insolvency Laws, and other matters applying to creditors generally; provided, however, that the implementation of such Laws do not and will not affect the ultimate realization of the Obligations. The execution and delivery by Borrower, and the performance by Borrower, of all its obligations under the Loan Documents have been duly authorized by all necessary action and do not and will not: