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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, 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 and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xA) 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 (yB) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) result in the creation of any Lien (other than under the Loan Documents and Liens subject to an Acceptable Intercreditor Agreement) or (iv) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation in the case of Liensclauses (b)(ii) referred to in clause and (b)(ii)(xb)(iv)), to the extent that such violation, conflict, breach, contravention contravention, payment or payment could not violation would not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan PartyPerson’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01the creation of any Lien under the Loan Documents), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb), to the extent that such violation, conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01under the Loan Documents), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms any material term of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; law to which such Person is subject, except with respect to any conflict, breach or contravention or payment (but not creation of Liens) in each case referred to in clause subsections (b)(ii)(x), b) and (c) above to the extent that any such violation, conflict, breach, contravention contravention, creation, requirement or payment violation could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, party (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under upon any of the property or assets of such Loan Party (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (b)(ii)(xii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party Holding Company and each Covenant Entity of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan PartyPerson’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01the creation of any Lien under the Loan Documents), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb), to the extent that such violation, conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other organizational powers, (ab) have been duly authorized by all necessary corporate or other organizational action, and (bc) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties Indebtedness of such Person or any in excess of its Subsidiaries the Threshold Amount or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xc)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment payment, individually or in the aggregate, could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)) under, or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable Law; except with respect to any violation, conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (b)(ii)(xii) and (iii), to the extent that such violation, conflict, breach, breach or contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xii)(x), to the extent that such violation, conflict, breach, contravention or payment payment, individually or in the aggregate, could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms any material term of any of such Person’s 's Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; law to which such Person is subject, except with respect to any conflict, breach or contravention or payment (but not creation of Liens) in each case referred to in clause subsections (b)(ii)(x), b) and (c) above to the extent that any such violation, conflict, breach, contravention contravention, creation, requirement or payment violation could not reasonably be expected to 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 a party, and the consummation of the Transactions, party are (a) within such Loan Party’s corporate or other powers, (ab) have been duly authorized by all necessary corporate corporate, shareholder or other organizational action, and (bc) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under under, (xA) 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 (yB) any material order, injunction, writ or decree decree, of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate violate, in any applicable material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), ii) to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 Loan Party is a party, and the consummation of the Transactions, are within such Loan Party’s corporate corporate, limited liability company or other analogous powers, (a) have been duly authorized by all necessary corporate corporate, limited liability company or other organizational analogous action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Organizational Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01under the Loan Documents), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Lawlaw; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (ab) have been duly authorized by all necessary corporate or other organizational action, and (bc) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (b)(ii)(xii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could would not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Organizational Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable material Law; except with respect to any conflict, breach or breach, contravention or payment (but not the creation of Liensany Lien) referred to in clause (b)(ii)(xii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Borrower, each Loan Party and HGVI of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within HGVI, the Borrower or such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Credit Document to which such Person is a party, and the consummation of the TransactionsTransaction, are within such Loan Credit Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.016.1), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) any other 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable LawLaw in any material respect; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, party (a) are within such Loan Party’s corporate or other powers, (a) powers and have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of (or requirement to create) any Lien under (other than as Liens permitted by Section 7.01), under SECTION 6.01) under or require any payment to be made under (x) any Contractual Obligation contractual obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable material Applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xii)(x), to the extent that such violation, conflict, breach, contravention or payment payment, individually or in the aggregate, could not reasonably be expected to 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 a party, and the consummation of the Transactionslending Transaction under the Loan Documents, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01under the Loan Documents), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (i) any (x) with respect to the creation of any Lien (other than Permitted Liens), Contractual Obligation or (y) with respect to any conflict, breach or contravention or payment, Contractual Obligation, in each case, to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries Subsidiaries, except to the extent as could not reasonably be expected to have a Material Adverse Effect, or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have 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 is a party, and the consummation of the Transactions, Transactions (a) are within such Loan Credit Party’s corporate or other powers, (ab) have been duly authorized by all necessary corporate corporate, limited liability company or other organizational action, action and (bc) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as under the Loan Documents and other than Liens permitted by under Section 7.015.1), or violate or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties Properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, Restricted Subsidiaries; or (iii) violate any applicable material Requirement of Law; except with respect to any conflict, breach or breach, contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xc), to the extent that such violation, conflict, breach, contravention or payment could not would not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, party (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, ; (ii) conflict with or result in any material breach or contravention of, or of any Material Contract to which such Person is a party; (iii) result in the creation of any Lien under (other than as the creation of Liens permitted by Section 7.01)under this Agreement) under, or require any payment to be made under (x) 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 Subsidiaries; (iv) conflict with or (y) result in any material breach or contravention of any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiiv) violate any applicable Law; except with respect to any conflict, breach material Law that has or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have or result in 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; , except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (b)(ii)(xb) and (c), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, 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 (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment (other than for Indebtedness to be repaid on the Closing Date in connection with the Transactions) to be made under (xi) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iiic) violate any applicable Law; in each case (except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) with respect to the Borrower and any other Loan Party that is a Significant Subsidiary referred to in clause (b)(ii)(xa), ) except to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Borrower, each Loan Party and HGVI of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within HGVI, such Borrower or such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) party have been duly authorized by all necessary corporate or other organizational action, and (b) do not (ia) contravene conflict with the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (xi) any material 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; Law in any material respect (including, without limitation, Regulation U or Regulation X issued by the FRB) except with respect to any conflict, breach or contravention or payment (but not creation of Liens) in each case referred to in clause (b)(ii)(xb)(ii), to the extent that such violation, conflict, breach, contravention creation, payment or payment violation could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Credit Document to which such Person it is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) and will not contravene the terms of any of such Person’s Organization Documents, ; and (iic) do not and will not conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.018.01), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any Law applicable Lawto such Person; except with respect to any conflictcontravention, breach conflict or contravention or payment (but not creation of Liens) violation referred to in clause (b)(ii)(xc), to the extent that such violationcontravention, conflict, breach, contravention conflict or payment violation could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) or any order, writ or decree referred to in clause (b)(ii)(xb), to the extent that such violation, conflict, breach, contravention or payment or any order, writ or decree could not not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene violate the terms of any of such Person’s Organization Documents, (iib) conflict with violate or result in any breach or contravention of, or the creation of any Lien under (other than as Liens created by the Loan Documents and other Liens permitted by Section 7.01), or require any payment to be made under (xi) any Contractual Obligation to which such Person is a party or affecting which is binding upon such Person or the properties of such Person or any of its Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; except with respect to any conflict, violation or breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x)b) and (c) above, to the extent that such violation, conflict, breach, contravention violation or payment breach could not reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflictbreach, breach or contravention or payment violation (but not creation of Liens) referred to in clause (b)(ii)(xb), to the extent that such violation, conflict, breach, contravention or payment violation could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (ab) have been duly authorized by all necessary corporate or other organizational action, and (bc) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xc)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other organizational powers, (ab) have been duly authorized by all necessary corporate or other organizational action, and (bc) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under (other than as permitted by Section 7.0110.2.1), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties Debt of such Person or any in excess of its Subsidiaries the Threshold Amount or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (b)(ii)(xc)(ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment payment, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by Holdings and each Loan Party of each Loan Document to which such Person is a party, party and the consummation of the Transactionsother Transactions to be entered into by such Person, are within such Loan PartyPerson’s corporate or other organizational powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) conflict with or contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01under the Loan Documents), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; except with respect to any conflict, breach or contravention or payment or violation (but not creation of Liens) referred to in clause clauses (b)(ii)(xb) or (c), to the extent that such violation, conflict, breach, contravention or payment or violation could not not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflictbreach, breach or contravention or payment violation (but not creation of Liens) referred to in clause (b)(ii)(xb), to the extent that such violation, conflict, breach, contravention or payment could violation would not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable LawLaw binding on such Person; except with respect to any conflict, breach or contravention or payment (but not creation in each case of Liens) referred to in this clause (b)(ii)(xb), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, Transactions are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01under the Loan Documents), or require any payment to be made under (xi) any material 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i) or violation referred to in clause (c), to the extent that such violation, conflict, breach, contravention contravention, payment or payment violation could not not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable LawLaw in any material respect; except with respect to any violation, conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb) and clause (c), to the extent that such violation, conflict, breach, contravention or payment could not not, either individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable material Law; except with respect to any conflict, breach or breach, contravention or payment (but not the creation of Liensany Lien) referred to in clause (b)(ii)(xii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable LawLaw binding on such Person; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (ab) have been duly authorized by all necessary corporate or other organizational action, and (bc) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or breach, contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xc)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the 2019 Transactions, (a) are within such Loan Party’s corporate or other powers, (ab) have been duly authorized by all necessary corporate or other organizational action, and (bc) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or breach, contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xc)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (xi) any Contractual Obligation to which such Person is a party or affecting by which such Person is bound or by which the properties property of such Person or any of its Subsidiaries is bound or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, except to the extent such conflict or breach, or the creation of such Lien, or such required payment, as the case may be, could not reasonably be expected to have a Material Adverse Effect; or (iiic) violate any applicable Law; , except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment violation could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of the Borrower and each Loan Document to which such Person is a partyGuarantor of this Amendment, and the consummation of the Transactionstransactions contemplated herein, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.017.01 of the Credit Agreement), or require any payment to be made under (xi) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; , in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; , except with respect to any conflict, breach or contravention or payment (but not creation of Liens) paymentviolation referred to in clause clauses (b)(ii)(xb) and (c), to the extent that such violation, conflict, breach, contravention or payment paymentviolation could not reasonably be expected to have 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 is a party, and the consummation of the Transactions, Transaction (a) are within such Loan Credit Party’s corporate or other powers, (ab) have been duly authorized by all necessary corporate corporate, limited liability company or other organizational action, action and (bc) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or US-DOCS\99983253.20 contravention of, or the creation of any Lien under (other than as under the Loan Documents and other than Liens permitted by under Section 7.015.1), or (iii) violate or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties Properties of such Person or any of its Subsidiaries Restricted Subsidiaries; or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iiiiv) violate any applicable material Requirement of Law; except with respect to any conflict, breach or breach, contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb), to the extent that such violation, conflict, breach, contravention or payment could not would not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable material Law; except with respect to any conflict, breach or breach, contravention or payment (but not the creation of Liensany Lien) referred to in clause (b)(ii)(xii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.. Section 5.03

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document Document, to which such Person is a party, party and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, Transactions (ai) have been duly authorized by all necessary corporate corporate, limited liability company or other organizational actionaction and, if required, by all actions by shareholders, members or equity holders and (bii) do not and will not (iA) contravene violate or conflict with the terms of any of such Person’s Organization Documents, (iiB) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)Permitted Liens) under, or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subjectsubject except, or in the case of this clause (iii) violate B), any applicable Law; except with respect to any such conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse EffectEffect or (C) violate or conflict with any material applicable Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, this Amendment are (a) within such Loan PartyPerson’s corporate or other powers, (ab) have been duly authorized by all necessary corporate corporate, shareholder or other organizational action, and (bc) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.017.01 of the Credit Agreement), or require any payment to be made under under, (xA) any Junior Financing Documentation, (B) any other 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 (yC) any material order, injunction, writ or decree decree, of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate violate, in any applicable material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), ii) to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The Except as set forth on Schedule 5.02 (Conflicts), the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational actionOrganizational Action (including the consent of stockholders where required), and (b) do not and will not (i) contravene or violate any of the terms of any of such Person’s Organization Constituent Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)constitute a default under, or require any payment to be made under (x) result in or permit the termination or acceleration of, any Contractual Obligation to which such the Person is a party party, except to the extent such conflict, breach, contravention or affecting such Person default could not reasonably be expected to have a Material Adverse Effect, (iii) result in the creation or the properties imposition of any Lien upon any property of such Person or any of its Subsidiaries except for any Permitted Liens, or (yiv) violate any material Law (including Regulations T, U and X of the FRB) or order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment violation could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) party have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (x) 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 Subsidiaries, except as would not reasonably be expected to result in a Material Adverse Effect, (yc) conflict in any material respect with or result in any material breach or material contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any material payment to be made under, any order, injunction, writ or decree of any Governmental Authority Authority, or any enforceable arbitral award award, to which such Person or its property is subject, ; or (iiid) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction and the Restructuring Transaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section ‎Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable LawLaw in any material respect; except with respect to any violation, conflict, breach or contravention or payment (but not creation of Liens) referred to in sub-clause (b)(ii)(xb)(ii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The Other than as a result of the Chapter 11 Cases, the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, subject to the entry and the consummation terms of the TransactionsBankruptcy Court Orders in the case of the Loan Parties, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)Permitted Liens) under, or require any payment to be made under (xi) any Contractual Obligation material contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; except , except, with respect to any conflict, breach or contravention or payment clauses (but not creation of Liensb) referred to in clause and (b)(ii)(xc), to for such violations, conflicts, breaches or contraventions that could not, either individually or in the extent that such violationaggregate, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party Mission Entity of each Loan Document to which such Person is a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s Mission Entity's corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s 's Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01the creation of any Lien under the Loan Documents), or require any payment to be made under (xi) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the Transactionslending Transaction under the Loan Documents, (a) are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ix) contravene the terms of any of such Person’s Organization Documents, (iiy) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01under the Loan Documents), or require any payment to be made under (x1) 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 (y2) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiiz) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(y)(1), to the extent that such violation, conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Transaction Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) party have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (x) 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 Subsidiaries, except as would not reasonably be expected to result in a Material Adverse Effect, (yc) conflict in any material respect with or result in any material breach or material contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any material payment to be made under, any order, injunction, writ or decree of any Governmental Authority Authority, or any enforceable arbitral award award, to which such Person or its property is subject, ; or (iiid) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have 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 a partyDocument, and the consummation of the Transactionstransactions contemplated by this Agreement, are within such Loan Partythe Borrower’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (ia) contravene the terms of any of such Personthe Borrower’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted Liens created or contemplated by Section 7.01)the Escrow Agreement) under, or require any payment to be made under (xi) 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 the Borrower or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person the Borrower or its property is subject, ; or (iiic) violate any applicable material Law; in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(ii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, party are (a) within such Loan Party’s corporate or other powers, (ab) have been duly authorized by all necessary corporate corporate, shareholder or other organizational action, and (bc) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (iii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under under, (xA) 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 (yB) any material order, injunction, writ or decree decree, of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate violate, in any applicable material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), ii) to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms any material term of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; law to which such Person is subject, except with respect to any conflict, breach or contravention or payment (but not creation of Liens) in each case referred to in clause subsections (b)(ii)(x), b) and (c) above to the extent that any such violation, conflict, breach, contravention contravention, creation, requirement or payment violation could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, this Amendment are within such Loan Party’s corporate or other powers, (a) powers and have been duly authorized by all necessary corporate or other organizational action, and . (b) The execution, delivery and performance by each Loan Party of this Amendment do not and will not (iA) contravene the terms of any of such Person’s Organization Documents, (iiB) conflict with or result in any default, breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (x) (1) any Junior Financing Documentation or (2) any other 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iiiC) violate any applicable Law; , except with respect to any conflict, breach default, breach, contravention, payment or contravention or payment (but not creation of Liens) violation referred to in clause (b)(ii)(xB) or (C), to the extent that such violationconflict, conflictdefault, breach, contravention contravention, payment or payment violation could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable Law; except with respect to any violation, conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (b)(ii)(xii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of the Borrower and each Loan Document to which such Person is a partyGuarantor of this Amendment, and the consummation of the Transactionstransactions contemplated herein, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.017.01 of the Credit Agreement), or require any payment to be made under (xi) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01any Permitted Lien), or require any payment to be made under (xi) any Contractual Obligation (other than the Loan Documents) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) party have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not: (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01except for Liens in favor of the Administrative Agent), or require any payment to be made (except with respect to Indebtedness required to be repaid on the Closing Date pursuant to the Loan Documents) under (xi) any material Contractual Obligation to by which such Person or its property is a party or affecting such Person or the properties of such Person or any of its Subsidiaries bound, or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to by which such Person or its property is subjectbound, or (iii) violate any applicable Law; in each case, except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that where such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect; or (c) violate in any material respect any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, 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 (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment (other than any payment in connection with the Transactions) to be made under (xi) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iiic) violate any applicable Law; in each case (except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) with respect to any Borrower and any other Loan Party that is a Significant Subsidiary referred to in clause (b)(ii)(xa), ) except to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01any Permitted Lien), or require any payment to be made under (xi) any Contractual Obligation (other than the Loan Documents) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb) or (c), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)any Lien granted pursuant to the Loan Documents in favor of the Administrative Agent) under, or require any payment (other than repayments under the Existing Credit Agreement) to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; , except with respect to the extent that any conflict, breach or contravention or payment (but not creation of Liens) the foregoing referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment b) and (c) could not reasonably be expected to have 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 is a party, and the consummation of the Transactions, Transactions (a) are within such Loan Credit Party’s corporate or other powers, (ab) have been duly authorized by all necessary corporate corporate, limited liability company or other organizational action, action and (bc) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, Documents or (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as under the Loan Documents and other than Liens permitted by under Section 7.015.1), or violate or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties Properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, Restricted Subsidiaries; or (iii) violate any applicable material Requirement of Law; except with respect to any conflict, breach or breach, contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xc), to the extent that such violation, conflict, breach, contravention or payment could not would not, individually or in the aggregate, reasonably be expected to 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 a party, and the consummation of the Transactionstransactions contemplated thereby, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene violate the terms of any of such Person’s Organization Documents, (iib) conflict with violate or result in any breach or contravention of, or the creation of any Lien under (other than as Liens permitted by Section 7.017.03), or require any payment to be made under (xi) any Contractual Obligation to which such Person is a party or affecting which is binding upon such Person or the properties of such Person or any of its Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; except with respect to any conflict, violation or breach or contravention or payment (but not creation of LiensLiens or payments) referred to in clause each case of clauses (b)(ii)(x)b) and (c) above, to the extent that such violationviolation or breach could not, conflictindividually or in the aggregate, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, execution and delivery and performance by each Loan Party of each Loan Document to which such Person Loan Party is a party, and the consummation performance of the Transactionsall of its obligations thereunder, are within such Loan Party’s corporate corporate, limited liability company or other analogous powers, (a) have been duly authorized by all necessary corporate corporate, limited liability company or other organizational analogous action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Organizational Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01under the Loan Documents), or require any payment to be made under (xi) any Contractual Obligation 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Lawlaw; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to 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, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) party have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents; (b) result in the imposition or the creation of any Lien (other than any Liens permitted pursuant to the terms of this Agreement) on any asset of any Loan Party or any Subsidiary of a Loan Party, (iic) conflict with or result in any breach or contravention ofcontravention, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) 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 Subsidiaries, except, in each case, to the extent that any such conflict, breach, contravention or requirement of payment could not reasonably be expected to have a Material Adverse Effect or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiid) violate any applicable Law; except with respect to Law in any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effectmaterial respect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(ii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery 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, are within such Loan Party’s corporate or other powers, (a) party have been duly authorized by all necessary corporate or other organizational action, and . (b) do The execution, delivery, and performance by each Loan Party of each Loan Document to which such Person is or is to be a party does not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01Permitted Liens), or require any payment to be made under (xA) 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 Subsidiaries, or (yB) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) in each case referred to in clause (b)(ii)(x)ii) or (iii) above, to the extent that such violationfailure to do so would not, conflictindividually or in the aggregate, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) Amendment have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, ; (ii) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate any applicable Applicable Law; , except in the case of this Section 4(a)(ii), with respect to any conflict, breach breach, violation, or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x)payment, to the extent that such violation, conflict, breach, contravention violation, or payment could would not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate corporate, partnership or limited liability company or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; except with respect Law (it being understood that at any time that this representation and warranty is made or deemed to any conflictbe made, breach or contravention or payment (but not creation of Liens) referred to in this clause (b)(ii)(xc) shall refer only to Laws in effect at such time). No Loan Party or any of its Subsidiaries is in violation of any Law or in breach of any such Contractual Obligation, to the extent that such violation, conflict, breach, contravention violation or payment breach of which could not be reasonably be expected likely to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, this Amendment are within such Loan Party’s corporate or other powers, (a) powers and have been duly authorized by all necessary corporate or other organizational action, and . (b) The execution, delivery and performance by each Loan Party of this Amendment do not and will not (iA) contravene the terms of any of such Person’s Organization Documents, (iiB) conflict with or result in any default, breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under (x) (1) any Junior Financing Documentation or (2) any other 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iiiC) violate any applicable Law; , except with respect to any conflict, breach default, breach, contravention, payment or contravention or payment (but not creation of Liens) violation referred to in clause (b)(ii)(xB) or (C), to the extent that such violation, conflict, breach, contravention contravention, payment or payment violation could not reasonably be expected to 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, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) party have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01Liens in favor of the Administrative Agent securing the Obligations and in favor of the ABL Agent securing the ABL Indebtedness), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; in the case of clauses (b) or (c), except with respect to any conflictviolation, breach or breach, contravention or payment (but not creation of Liens) Liens referred to in clause (b)(ii)(xb)(ii)), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and each Transaction Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi)(x) any Junior Financing Documentation or (y) any other 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x)payment, to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Organizational Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section ‎Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or or, payment (but not creation of Liens) or violation referred to in clause clauses (b)(ii)(xb)(i), ‎(b)‎(ii) and (xb)(iii) above, to the extent that such violation, conflict, breach, contravention or payment could cwould not reasonably be expected to 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, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) party have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s 's Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01Liens in favor of Agent securing the Obligations and in favor of the Term Loan Agent securing the Term Loan Indebtedness), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable Law; in the case of clauses (b) or (c), except with respect to any conflictviolation, breach or breach, contravention or payment (but not creation of Liens) Liens referred to in clause (b)(ii)(xb)), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iiic) violate any applicable material Law; , in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (ai) have been duly authorized by all necessary corporate or other organizational action, and (bii) do not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) 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 (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iiic) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xii)(b)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the TransactionsTransaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (xi) any Contractual Obligation (other than the Loan Documents) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(xb)(i), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to 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 a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) party have been duly authorized by all necessary corporate or other organizational action. The execution, delivery and (b) do performance by each Loan Party of each Loan Document to which such Person is a party will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under upon any of the property or assets of such Person or any of the Restricted Subsidiaries (other than as permitted by Section 7.01), or require any payment to be made ) under (xi) any material 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 (yii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate any applicable material Law; except with respect to any conflictbreach, breach or contravention or payment violation (but not creation of Liens) referred to in clause clauses (b)(ii)(xb) and (c), to the extent that such violation, conflict, breach, contravention or payment could violation would not reasonably be expected to have a Material Adverse Effect.