The execution, delivery and performance of the Loan Documents by each Obligor to be a party thereto (a) have been duly authorized by all necessary corporate or other organizational actions of such Obligor; (b) do not and will not violate any applicable provision of law, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect; (c) do not and will not violate or any writ, order or decree of any court or Governmental Authority, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect; (d) do not and will not violate any provision of the Organic Documents of such Obligor; and (e) do not and will not result in a breach of, or constitute a default, or result in the creation of any Lien (other than any Liens created under the Loan Documents in favor of Administrative Agent) upon any property or assets of such Obligor pursuant to, any applicable law, regulation, instrument or agreement to which any such Obligor is a party or by which any such Obligor or its properties may be subject or bound, except to the extent that such breach or default could not reasonably be expected to have a Material Adverse Effect. Each Obligor has obtained all Necessary Authorizations, and all such Necessary Authorizations are in full force and effect, except for (a) filings and recordings with respect to the Collateral to be made or delivered to Administrative Agent for filing or recording and (b) those Necessary Authorizations, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect. None of such Necessary Authorizations is the subject of any pending or, to the Borrower’s knowledge, threatened revocation, by the grantor of the Necessary Authorization.