Common use of Authorization of Borrowing, No Conflict Clause in Contracts

Authorization of Borrowing, No Conflict. The Borrower has the limited partnership power and authority to incur the Obligations and execute, deliver, and perform the Loan Documents to which it is a party and the Merger Agreement. Each Guarantor has the limited partnership or corporate (as applicable) power and authority to incur the obligations under its Guaranty and to execute, deliver and perform the Loan Documents (and with respect to Merger Sub, the Merger Agreement) to which it is a party. On the Closing Date, the execution, delivery and performance of the Loan Documents and the Merger Agreement by the Borrower and each other Loan Party will have been duly authorized by all necessary limited partnership or corporate (as applicable) action. The execution, delivery and performance by the Borrower and each other Loan Party of each Loan Document to which it is a party and, with respect to Borrower and Merger Sub, the Merger Agreement, and the consummation of the transactions contemplated by this Agreement, the other Loan Documents and the Merger Agreement by the Borrower and each other Loan Party, and the enforcement thereof by Lender (A) do not contravene and will not be in contravention of any applicable law, the limited partnership agreement of the Borrower, the limited partnership agreement, corporate charter or bylaws (or other constituent documents) of any other Loan Party, or any agreement or order by which the Borrower, any other Loan Party or the Borrower’s property is bound, except any such agreement non-compliance with which would not have a Material Adverse Effect and (B) do not and will not require any consent, order, license, validation or approval of or filing or registration with any government, governmental authority or agency, court or administration body except such as have been duly obtained, are in full force and effect and are listed in Schedule 4.2. This Agreement is, and the other Loan Documents, including the Note when executed and delivered will be, the legally valid and binding obligations of the Borrower and each other Loan Party (to the extent such Person is a party thereto), each enforceable against the Borrower and each other Loan Party as the case may be, in accordance with its respective terms.

Authorization of Borrowing, No Conflict. The Borrower Each Loan Party has the limited partnership all requisite power and authority pursuant to all applicable Laws under which it is organized to enter into, execute and deliver, and perform all of its Obligations under each Loan Document to which it is a party, and to incur the Obligations and executegrant security interests in the Collateral in each case as provided for in the Loan Documents. The execution, deliverdelivery and performance by each Loan Party of the Loan Documents it which it is a party have been duly authorized by all requisite entity action on the part of such Loan Party and any applicable Board, member(s), manager(s) or partner(s) of such Loan Party, and perform no further actions or consents by or from any holder of any Capital Stock of such Loan Party are required pursuant to any Organizational Documents of such Loan Party. The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the Merger Agreement. Each Guarantor has the limited partnership or corporate (as applicable) power and authority to incur the obligations under its Guaranty and to execute, deliver and perform the Loan Documents (and with respect to Merger Sub, the Merger Agreement) to which it is a party. On the Closing Date, the execution, delivery and performance of the Loan Documents and the Merger Agreement by the Borrower and each other Loan Party will have been duly authorized by all necessary limited partnership or corporate (as applicable) action. The execution, delivery and performance by the Borrower and each other Loan Party of each Loan Document to which it is a party and, with respect to Borrower and Merger Sub, the Merger Agreement, and the consummation of the transactions contemplated by this Agreementeach such Loan Document does not: conflict with, contravene, violate, or constitute a default or breach (immediately or upon the other passage of time or the giving of any notice or both), or result in the creation of any security interest or lien upon any property or asset of such Loan Documents Party, under (1) any Organizational Document of such Loan Party, (2) any applicable Laws to which such Loan Party or its property and the Merger assets is subject, (3) any material contract, agreement or instrument to which such Loan Party is a party or by which it or its property and assets is subject, subject to Schedule 4.2 attached hereto, or (4) any judgment, order, injunction or decree issued by any Governmental Authority with respect to such Loan Party or its property or assets. This Agreement by the Borrower and each other Loan PartyDocument, and including the enforcement thereof by Lender (A) do not contravene and will not be in contravention of any applicable lawNote, the limited partnership agreement of the Borrower, the limited partnership agreement, corporate charter or bylaws (or other constituent documents) of any other Loan Party, or any agreement or order by which the Borrower, any other Loan Party or the Borrower’s property is bound, except any such agreement non-compliance with which would not have a Material Adverse Effect and (B) do not and will not require any consent, order, license, validation or approval of or filing or registration with any government, governmental authority or agency, court or administration body except such as have been duly obtainedexecuted and delivered by each Loan Party that is party thereto, are in full force and effect and are listed in Schedule 4.2. This Agreement each such Loan Document is, and the other Loan Documents, including the Note when executed and delivered will be, the legally valid and binding obligations obligation of the Borrower and each other such Loan Party (to the extent such Person that is a party thereto), each enforceable against the Borrower and each other such Loan Party as the case may be, in accordance with its their respective termsterms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors rights generally and subject to any equitable principles limiting the right to obtain specific performance of any such obligation.