The execution, delivery and performance of this Agreement, the other Loan Documents and the Parent Guarantee to which the Borrower or Parent is or is to become a party and the transactions contemplated hereby and thereby (i) are within the corporate authority of the Borrower or Parent, as the case may be, (ii) have been duly authorized by all necessary corporate proceedings, (iii) do not conflict with or result in any breach or contravention of any provision of any law, statute, rule or regulation to which the Borrower or Parent, as the case may be is subject or any material judgment, order, writ, injunction, license or permit applicable to the Borrower or Parent, as the case may be, except where any such conflict, breach, or contravention would not have a material adverse effect on the business, properties or financial condition of the Borrower and Parent and their Subsidiaries, taken as a whole, a material adverse effect on the ability of the Borrower to perform its obligations under the Loan Documents and Parent to perform its obligations under the Parent Guarantee or a material adverse effect on the validity or enforceability of the Loan Documents or the Parent Guarantee, and (iv) do not conflict with any provision of the corporate charter, as amended, or bylaws, as amended, of, or any material agreement or other material instrument binding upon, the Borrower or Parent, as the case may be. This Agreement, each other Loan Document to which the Borrower is a party and the Parent Guarantee have been duly executed and delivered by the Borrower. The Parent Guarantee has been duly executed and delivered by Parent.