The execution, delivery and performance by each Loan Party of each Loan Document, the Letter Agreement and the Assignment Agreement, in each case, to which such Person is party and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate or other organizational action and approvals (including, as applicable, requisite shareholder, member or partner action) (which approvals remain in full force and effect), and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of or constitute a default under (with due notice or lapse of time or both), or result in the creation or imposition of any Lien under or pursuant to, or require any payment to be made under or pursuant to (other than repayment of the Existing Credit Agreement as contemplated by Section 4.01(j) ) (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, judgment, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.