The execution, delivery and performance by Borrower of the Financing Documents (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, which included obtaining all additional authorizations and taking all additional actions required by Borrower's Organizational Documents due to certain of the Lenders being Affiliates of a director of Borrower, (c) require no further action by or in respect of, or filing with, any Governmental Authority and (d) do not violate, conflict with or cause a breach or a default under (i) any Law applicable to Borrower or any of the Organizational Documents of Borrower, or (ii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (ii), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.