Common use of Authorization; No Contravention Clause in Contracts

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (bc) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (bc) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation or contravention could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except in each case to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person it is or is to be a party, are within such Loan Party’s corporate or other powers, party have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or its Organizational Documents, (b) violate conflict with or result in any Law; except breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the extent that such violation could not reasonably be expected to have, individually Borrower is a party or in affecting the aggregate, a Material Adverse Effect.Borrower or the properties of the Borrower or any Subsidiary or

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Document to which such Person it is or is to be a party, are within such Loan Party’s corporate or other powers, party have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or its Organizational Documents, (b) violate conflict with or result in any Law; except breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which each Credit Party is a party or affecting each Credit Party or the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.material properties of any Credit Party or

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could under clause (b) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. (1) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, party have been duly authorized by all necessary corporate or other organizational action action. (2) None of the execution, delivery and do not performance by each Loan Party of each Loan Document to which such Person is a party will: (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.Organizational Documents;

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.Documents,

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation under clause (b) could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, party are within such Loan Party’s corporate or and other powers, powers and have been duly authorized by all necessary corporate or other organizational action action. Neither the execution, delivery and do not performance by each Loan Party of each Loan Document to which such Person is a party will (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any applicable material Law; except in the case of this clause (b) to the extent that such violation could or contravention would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, party are within such Loan Party’s corporate or and other powers, powers and have been duly authorized by all necessary corporate or other organizational action action. Neither the execution, delivery and do not performance by each Loan Party of each Loan Document to which such Person is a party will (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any applicable material Law; except to in the case of this clause (b)to the extent that such violation could or contravention would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each the Loan Document Documents to which such Person it is or is to be a party, party are within such Loan Party’s corporate or other applicable Business Entity powers, have been duly authorized by all necessary corporate or other organizational action applicable Business Entity action, and do not contravene (a) contravene the terms of any of such PersonLoan Party’s Organization Documents Organizational Documents, or (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually Law or in the aggregate, a Material Adverse Effectany material Contractual Obligation binding on or affecting any Loan Party.

Authorization; No Contravention. (1) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, party have been duly authorized by all necessary corporate or other organizational action action. (2) None of the execution, delivery and do not performance by each Loan Party of each Loan Document, and in the case of clause (a) contravene below, the terms incurrence of any Indebtedness and granting of security interests and guarantees thereunder, as applicable, to which such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, Person is a Material Adverse Effect.party will:

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, party are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any material Law; in each case, except to the extent that such violation could or contravention would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except except, in each case, to the extent that such violation could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, and the consummation of the Transactions (only to the extent such Loan Party was a Loan Party on the effective date thereof) are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.and will not

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except in each case (other than with respect to the Borrower in the case of clause (a)) to the extent that such violation could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Document to which such Person it is or is to be a party, are within such Loan Party’s corporate or other powers, party have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or its Organizational Documents, (b) violate conflict with or result in any Law; except breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which each Credit Party is a party or affecting each Credit Party or the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.material properties of any Credit Party or‌

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, party are within such Loan Party’s corporate or other powers, powers and have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectaction.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, party are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; , except in the case of this clause (b), to the extent that such violation could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents or Documents; (b) violate conflict with or result in any Law; except breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the extent that properties of such violation could not reasonably be expected to have, individually Person or in the aggregate, a Material Adverse Effect.any of its Subsidiaries or 103 ‌ DB3/ 201344542.8 ​ ​ ​

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have has been duly authorized by all necessary corporate or other organizational action action, and do does not and will not (a) contravene the terms of any of such Person’s Organization Documents or Documents; (b) violate conflict with or result in any Law; except breach, termination, or contravention of, or constitute a default under, or require any payment to the extent that be made under (i) any Material Contract or any Material Indebtedness to which such violation could not reasonably be expected to have, individually Person is a party or in the aggregate, a Material Adverse Effect.affecting such

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such contravention or violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or Documents; (b) violate conflict with or result in any Law; except breach or contravention of, or the creation of any Lien under, (i) any Contractual Obligation to the extent that which such violation could not reasonably be expected to have, individually or in the aggregate, Person is a Material Adverse Effect.party or

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents or Documents; (b) violate conflict with or result in any Law; except breach or contravention of, or the creation of any Lien under, (i) any material Contractual Obligation to the extent that which such violation could not reasonably be expected to have, individually or in the aggregate, Person is a Material Adverse Effect.party or

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; , except in the case of this clause (b), to the extent that such violation could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, party have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.violate

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or Documents; (b) violate conflict with or result in any Law; except to the extent that such violation could not reasonably be expected to havebreach or contravention of, individually or in the aggregate, a Material Adverse Effect.or

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or Documents; (b) violate conflict with or result in any Law; except breach or contravention of, or the creation of any Lien (other than any Lien created under the Loan Documents) under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.properties

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have has been duly authorized by all necessary corporate or other organizational action action, and do does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents or Documents; (b) violate conflict with or result in any Law; except breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the extent that properties of such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.90

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action action, and (b) do not (ai) contravene the terms of any of such Person’s Organization Documents Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.other than

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except in each case to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or Documents; (b) violate conflict with or result in any Law; except to the extent that such violation could not reasonably be expected to have, individually breach or in the aggregate, a Material Adverse Effect.contravention 108

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, party have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or Documents; (b) violate conflict with or result in any Law; except to the extent that such violation could not reasonably be expected to have, individually breach or in the aggregate, a Material Adverse Effect.contravention

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.Documents;

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, are within such Loan Party’s corporate or other powersand the consummation of the Transactions, (a) have been duly authorized by all necessary corporate or other organizational action and (b) do not and will not (ai) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.-147- #96501157v12