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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not reasonably be expected to have Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material 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, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, in either case, to the extent such conflict could reasonably be expected to have a Material Adverse Effect; or (c) violate any Law; except, Law in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not a manner which could be 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 partyDocument, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Personthe Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person the Borrower is a party or affecting such Person the Borrower or the properties of such Person the Borrower or any of its Subsidiaries, Subsidiaries is bound or (ii) any 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 (c) violate any Law; except, except in the any case of referred to in clause (b)(ib) or (c), to the extent such contravention, conflict or violation would the failure to do so 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, applicable Law except in the case of clause subsections (b)(ib) or and (c)) where such breach, to the extent such contravention, conflict contravention or violation would 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 party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c)) hereof, to the extent such contravention, conflict or violation would the same 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 it is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting binding upon such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the any case of clause for clauses (b)(ib) or and (c), to the extent ) where such contravention, conflict or violation violations would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; , except, in the each case of clause under clauses (b)(ib)(ii) or and (c), ) with respect to the extent any such contravention, violation or conflict or violation that 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 party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(i) or (c), to the extent that such contravention, conflict or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting binding on such Person or the properties of such Person or any of its Subsidiariesassets, or (ii) 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 (c) violate any LawLaw in any material respect; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such conflict, breach, contravention, conflict Lien, payment or violation would not could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Company of each Loan Document to which such Person is partyDocument, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Personthe Company’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party except to the extent that such conflict, breach, contravention, Lien or affecting such Person or the properties of such Person or any of its Subsidiaries, violation could not reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate in any material respect any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not reasonably be expected to have Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Issuer Party of each Loan Transaction Document to which such Person is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting by which such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries is bound or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such contraventionconflict, conflict breach, contravention or violation would could not reasonably be expected to have a Material Adverse Effect.. (c)

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene violate the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries which would reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subjectsubject in a manner material and adverse to the Lenders; or (c) violate any Law; except, Law in the case of clause (b)(i) or (c), a manner material and adverse to the extent such contravention, conflict or violation would not reasonably be expected to have Material Adverse EffectLenders.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or result in the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting binding upon such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in each case referred to in the case of clause foregoing clauses (b)(ib) or and (c), to the extent that such contraventionconflict, conflict breach, contravention or violation would 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 it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s its Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person it is a party or affecting such Person it, its properties or the properties of such Person or any of its Subsidiaries, which could reasonably be expected to have a Material Adverse Effect, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person it or its property is subject; or (c) violate any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not reasonably be expected to have Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, ; or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such contraventionconflict, conflict breach or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of clause referred to in clauses (b)(ib) or (c), ) to the extent that such contraventionconflict, conflict breach or violation would could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party such Borrower of each Loan Document to which such Person it is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (ai) contravene the terms of any of such Person’s Organization its Organizational Documents; , (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (iA) any Contractual Obligation to which such Person Borrower is a party or affecting such Person Borrower or the properties of such Person or any of its Subsidiaries, Borrower which would reasonably be expected to result in a Material Adverse Effect or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person Borrower or its property is subject; or (c) violate any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation subject which would not reasonably be expected to have result in a Material Adverse Effect or (iii) violate any Law the effect of which would reasonably be expected to 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), ) to the extent such contravention, conflict or violation would that failure to do so 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 party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the each case of referred to in clause (b)(i) or (cb), to the extent such contraventionconflict, conflict violation or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of clause referred to in clauses (b)(ib) or (c), ) to the extent that such contraventionconflict, conflict breach or 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the case of the preceding clause (b)(ib) or (c), to the extent that any such contraventionviolation, conflict conflict, breach, contravention or violation creation would not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party Borrower of this Agreement and each other Loan Document to which such Person it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such PersonBorrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person Borrower is a party or affecting such Person Borrower or the properties of such Person or any of its Subsidiaries, Borrower or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, to the extent, in the case of clause clauses (b)(ib) or and (c), to the extent any such contraventionconflict, conflict breach, contravention or violation would not violation, could reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party and the US Holdco, as applicable, of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent such contravention, conflict or violation would that could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Company of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting binding on such Person or the properties of such Person or any of its Subsidiariesassets, or (ii) 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 (c) violate any LawLaw in any material respect; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such conflict, breach, contravention, conflict Lien, payment or violation would not could not, 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any Subsidiary of its Subsidiaries, the Company or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its (property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such contravention, conflict or violation would 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 party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any material arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the case of referred to in clause (b)(i) or (c), to the extent such contravention, conflict or violation that failure to do so 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 party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) 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, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or (iii) any arbitral award to which such Person or its property is subjectsubject where such conflict could reasonably be expected to have a Material Adverse Effect; or (c) violate any Law; except, in the case of clause (b)(i) or (c), to the extent Law where such contravention, conflict or violation would not could 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 party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach of or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation (including the ABL Loan Documents) to which such Person is a party or affecting such Person by which it is bound, the termination or the properties adverse modification of such Person or any of its Subsidiaries, which could reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in the creation of any Lien (other than Permitted Liens), or (d) violate any Applicable Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not reasonably be expected to have Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the each case of clause (b)(iother than clauses (a) or and (cb)(ii), ) except to the extent such contraventionconflict, conflict breach, contravention or violation would Lien could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party such Borrower of each Loan Document to which such Person it is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (ai) contravene the terms of any of such Person’s Organization its Organizational Documents; , (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (iA) any Contractual Obligation to which such Person Borrower is a party or affecting such Person Borrower or the properties of such Person or any of its Subsidiaries, Borrower which would reasonably be expected to result in a Material Adverse Effect or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person Borrower or any Subsidiary of such Borrower or its property is subject; or (c) violate any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation subject which would not reasonably be expected to have result in a Material Adverse Effect or (iii) violate any Law the effect of which would reasonably be expected to 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 party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(i) or (cb), to the extent such contraventionbreach, conflict contravention or 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent such contravention, conflict or violation would that failure to so comply 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, . Each Loan Party is in the case of compliance with all Contractual Obligations referred to in clause (b)(i) or (c), except to the extent such contravention, conflict or violation that failure to do so would not reasonably likely be expected to have a Material Adverse Effect.

Authorization; No Contravention. The (a) Except as set forth on Schedule 5.02(a), the execution, delivery and performance by each Loan Party of each Loan Transaction Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational actionOrganizational Action, and do not and will not (ai) contravene the terms of any of such the Person’s 's Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation or imposition of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any material Contractual Obligation to which such the Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, except any Liens in favor of the Administrative Agent and the Lenders created by the Loan Documents; or (ciii) violate any Law; except, in Law the case violation of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not which could 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which 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, Subsidiaries is bound or (ii) any 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 (c) violate any Law; except, in the case of clause (b)(i) or (c), except to the extent such contravention, conflict or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any Subsidiary of its Subsidiaries, the Borrower or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such contravention, conflict or violation would 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 party, Transactions have been duly authorized by all necessary corporate or other organizational actionaction on the part of each Loan Party, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting by which such Person or the properties of such Person or any of its SubsidiariesSubsidiaries is bound, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any applicable Law; except, except in the case of clause clauses (b)(i), (b)(ii) or and (c), ) to the extent that such contraventionconflict, conflict breach or 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 party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation (including, without limitation, the Contractual Obligations described in Section 7.01(c)) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, except for matters that would not reasonably be expected to have a Material Adverse Effect, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; , except for matters that would not reasonably be expected to have a Material Adverse Effect, or (c) violate any Law; except, . Each Loan Party and each Subsidiary thereof is in the case of compliance with all Contractual Obligations referred to in clause (b)(i) or (c), except to the extent such contravention, conflict or violation that failure to do so would 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 it is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Personthe Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person the Borrower is a party or affecting such Person or the Borrower, its properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the each case of clause with respect to clauses (b)(ib) or and (c)) except as could not, to individually or in the extent such contraventionaggregate, conflict or 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, (i) have been duly authorized by all necessary corporate or other organizational action, and (ii) do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any material Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, ; or (iic) violate any Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; , except, in the case cases of clause clauses (b)(ib) or and (c), ) to the extent such conflict, breach, contravention, conflict creation or 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or clause (c), ) to the extent such contravention, conflict or violation would that the same 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 party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) 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, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or and (c), to the extent such contravention, conflict or violation that failure to do so 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 Transaction Document to which such Person is party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the case of clause with respect to clauses (b)(ib) or and (c), to the extent such contravention, conflict or violation would not that it could reasonably be expected to have 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material 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, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, in either case, to the extent such conflict could reasonably be expected to have a Material Adverse Effect; or (c) violate any Law; except, Law in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not a manner which could be 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 the Fee Letter to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, . Each Loan Party and each Subsidiary thereof is in the case of compliance with all Contractual Obligations referred to in clause (b)(i) or (c), except to the extent such contravention, conflict or violation would that failure to do so 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(i) or (c), to the extent such contravention, conflict or violation would that failure to do so 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 party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(i) or (cb), to the extent such contraventionbreach, conflict contravention or violation would 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 party, have has been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Personthe Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person Borrower or any of its Subsidiaries, Restricted Subsidiaries is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person the Borrower or any of its Restricted Subsidiaries or its property is subject; or (c) violate any LawLaw or (d) result in the creation of any Lien prohibited by this Agreement; except, except in the case of clause clauses (b)(ib) or and (c), to the extent such contravention, conflict conflict, breach or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the case of clause (b)(i) or (c), to the extent for such contravention, conflict or violation would violations which could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. 5.03.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any Subsidiary of its Subsidiaries, the Borrower or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such contravention, conflict or violation would could not reasonably be expected to have a Material Adverse Effect.. 5.03

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person it is party, a party (I) have been duly authorized by all necessary corporate or other organizational action, and (II) do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; , except, in the each case of clause referred to in clauses (b)(ib) or and (c), to the extent that such contraventionconflict, conflict breach, Lien, payment or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, . Each Loan Party is in the case of compliance with all Contractual Obligations referred to in clause (b)(i) or (c), except to the extent such contravention, conflict or violation that failure to do so would not reasonably likely 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention 145501075_6 of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party except to the extent that such conflict, breach, contravention, Lien or affecting such Person or the properties of such Person or any of its Subsidiaries, violation could not reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate in any material respect any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not reasonably be expected to have 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which 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 that violation thereof could not reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not reasonably be expected to have 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, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made (other than Liens permitted by Section 7.01) under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (iic) violate any applicable Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; , except, in the case cases of clause clauses (b)(ib) or and (c), ) to the extent such conflict, breach, contravention, conflict creation or violation would 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 Credit Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not reasonably be expected to have Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or the creation of any material Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, in each case, in a manner that could reasonably be expected to result in a Material Adverse Effect; or (c) violate any Law; except, in the case of clause (b)(i) or (c), except to the extent that such contravention, conflict or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of clause referred to clauses (b)(ib) or and (c), to the extent such contravention, conflict or violation would ) as 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any Subsidiary of its Subsidiaries, the Company or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such contravention, conflict or violation would could not reasonably be expected to have a Material Adverse Effect.. 5.03

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent such contravention, conflict or violation would that failure to do so 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach 56 or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any Subsidiary of its Subsidiaries, the Company or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its (property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such contravention, conflict or violation would 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 partyDocument, have been duly authorized by all necessary corporate or other organizational limited liability company action, and do not and will not (a) contravene the terms of any of such PersonLoan Party’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person Loan Party is a party or affecting such Person Loan Party or the properties of such Person the Borrower or any of its Subsidiaries, Subsidiaries is bound or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person Loan Party or its property is subject; or (c) violate any Law; except, except in the any case of referred to in clause (b)(ib) or (c), to the extent such contravention, conflict or violation would the failure to do so 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, . The Company and each Subsidiary thereof is in the case of compliance with all Contractual Obligations referred to in clause (b)(i) or (c), except to the extent such contravention, conflict or violation would that failure to do so 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 party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) 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, Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of clause referred to in clauses (b)(ib) or and (c), to the extent where such contravention, conflict or violation would could not reasonably be expected to have 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party except to the extent that such conflict, breach, contravention, Lien or affecting such Person or the properties of such Person or any of its Subsidiaries, violation could not reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate in any material respect any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not reasonably be expected to have Material Adverse Effect.. 5.03

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; , except, in the case each of clause clauses (b)(ib) or and (c), to the extent such contraventionthat the same could not, conflict individually or violation would not 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent such contravention, conflict or violation that failure to do so 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 party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) materially conflict with or result in any material breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) 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 (c) violate any Law; except, in the case violation or breach of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not which could reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Issuer Party of each Loan Transaction Document to which such Person is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting by which such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries is bound or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such contraventionconflict, conflict breach, contravention or violation would 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 party, Transactions have been duly authorized by all necessary corporate or other organizational actionaction on the part of each Loan Party, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting by which such Person or the properties of such Person or any of its SubsidiariesRestricted Subsidiaries is bound, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any applicable Law; except, except in the case of clause clauses (b)(i), (b)(ii) or and (c), ) to the extent that such contraventionconflict, conflict breach or 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, the conflict or breach of which under the foregoing clauses (i) and/or (ii) would reasonably be expected to have a Material Adverse Effect; or (c) violate any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not reasonably be expected to have Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such PersonPerson'sPerson’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any Subsidiary of its Subsidiaries, the Company or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its (property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such contravention, conflict or violation would could not reasonably be expected to have a Material Adverse Effect.. 5.03

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party which such conflict, breach or affecting such Person or the properties of such Person or any of its Subsidiaries, contravention would reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, which would reasonably be expected to have a Material Adverse Effect; or (c) violate any Law; except, in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation Law which 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 party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the case of clause clauses (b)(ib) or and (c)) above, to the extent where such contraventionconflict, conflict breach, contravention or violation would could not reasonably be expected to have 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, have been duly 81 authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made (other than Liens permitted by Section 7.01) under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (iic) violate any applicable Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; , except, in the case cases of clause clauses (b)(ib) or and (c), ) to the extent such conflict, breach, contravention, conflict creation or violation would could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The (a) Except as set forth on Schedule 5.02(a), the execution, delivery and performance by each Loan Party of each Loan Lehigh Acquisition Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational actionOrganizational Action, and do not and will not (ai) contravene the terms of any of such the Person’s 's Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation or imposition of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any material Contractual Obligation to which such the Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, except any Liens in favor of the Administrative Agent and the Lenders created by the Loan Documents; or (ciii) violate any Law; except, in Law the case violation of clause (b)(i) or (c), to the extent such contravention, conflict or violation would not which could 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the case of clause (b)(i) or (c), to the extent for such contravention, conflict or violation would violations which could not reasonably be expected expected, individually or in the aggregate, 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 it is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; , except, in the each case of clause referred to in clauses (b)(ib) or and (c), to the extent that such contraventionconflict, conflict breach, Lien, payment or violation would 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 partyDocument, have been duly authorized by all necessary corporate or other organizational limited liability company action, and do not and will not (a) contravene the terms of any of such Personthe Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person the Borrower is a party or affecting such Person the Borrower or the properties of such Person the Borrower or any of its Subsidiaries, Subsidiaries is bound or (ii) any 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 (c) violate any Law; except, except in the any case of referred to in clause (b)(ib) or (c), to the extent such contravention, conflict or violation would the failure to do so 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 Facility Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law; except, except in the case of clause clauses (b)(ib)(ii) or and (c), to the extent such contravention, conflict or violation would could not reasonably be expected to have result in 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 party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the case cases of clause (b)(ib) or and (c), to the extent such contravention, conflict or violation ) as 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 party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of clause referred to in clauses (b)(ib) or (c), to the extent that such contravention, conflict or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the case of clause (b)(i) or (c), except to the extent such contravention, conflict or violation would that any of the foregoing referred to in clause (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 Party of each Loan Document to which such Person is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment (other than pursuant to be made the Collateral Documents) under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of clause referred to in clauses (b)(ib) or (c), to the extent that such contravention, conflict contravention or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the case of clause (b)(i) or (c), Law except to the extent such contravention, conflict or violation would that the failure of the foregoing clauses (b) and (c) to be true and correct 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any Subsidiary of its Subsidiaries, the Borrower or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its (property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent that such contravention, conflict or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(i) or (c), to the extent such contravention, conflict or violation would conflicts that 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 it is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting binding upon such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the any case of clause for clauses (b)(ib) or and (c), to the extent ) where such contravention, conflict or violation violations would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party and the US Holdco, as applicable, of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent such contravention, conflict or violation would that could not reasonably be expected to have a Material Adverse Effect.. 112 119889268

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent such contravention, conflict or violation would that 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any -36- of such Person’s 's Organization Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; subject or (c) violate any Law; except, except in the each case of referred to in clause (b)(i) or (c), to the extent such conflict, breach or contravention, conflict creation or violation would requirement 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, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, Applicable Law which in the case of clause (b)(i) or (c), to the extent such contravention, conflict or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, except in the each case of referred to in clause (b)(ib) or (c), to the extent such contravention, that conflict or violation would 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 party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material 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, Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the case of clause (b)(i) or (c)either case, to the extent such contravention, conflict or violation would not could reasonably be expected to have a Material Adverse Effect or (c) materially violate any Law in a manner which could be reasonably expected to have a Material Adverse Effect.