The execution , delivery , and performance by the Borrower and by each Restricted Subsidiar y   of this Agreement , the Notes , and the other Loan Documents to which it is a party , and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby, including the Transactions, (a) are within the Borrower ' s and such Restricted Subsidiar ies' governing powers , (b) have been duly authorized by all necessary governing action , (c) do not contravene (i) the Borrower ' s or any Restricted Subsidiar y's   certificate or articles of incorporation or formation ,   limited partnership agreement, bylaws , limited liability company agreement , or other similar governance documents or (ii) any law or any contractual restriction binding on or affecting the Borrower or any Restricted Subsidiar y , and (d) will not result in or require the creation or imposition of any Lien prohibited by this Agreement.  At the time of each Advance and the issuance , extension or increase of a Letter of Credit , such Advance and such Letter of Credit , and the use of the proceeds of such Advance and such Letter of Credit , will be within the Borrower ' s governing powers , will have been duly authorized by all necessary partnership action , will not contravene (i) the Borrower ' s certificate of limited partnership ,   limited partnership agreement, or other organizational documents , or (ii) any law or any contractual restriction binding on or affecting the Borrower and will not result in or require the creation or imposition of any Lien prohibited by this Agreement.