The execution, delivery and performance by AFIV of this Agreement (a) are within AFIV’s power and authority, (b) have been duly authorized by all necessary limited liability company proceedings on the part of AFIV, (c) do not conflict with or result in any material breach of any provision of or the creation of any lien upon any property of AFIV or require any unobtained consent or approval pursuant to (x) any governing documents of AFIV, except for such necessary corporate, partnership or limited liability company approvals as shall have been received prior to the Closing Date, or (y) any law, regulation, order, judgment, writ, injunction, license, permit, agreement or instrument applicable to AFIV.