Common use of Company and Governmental Authorization; No Contravention Clause in Contracts

Company and Governmental Authorization; No Contravention. (i) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company action, and do not (i) require any action by or in respect of, or filing with, any governmental body, agency or official, (ii) contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of formation or limited liability company agreement of the Borrower, (iii) contravene, or constitute a default under, any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower, except to the extent such contravention or default could not reasonably be expected to have a Material Adverse Effect or (iv) result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, other than any Lien that is required by this Agreement. (ii) The execution, delivery and performance by Parent of this Agreement are within Parent’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) require any action by or in respect of, or filing with, any governmental body, agency or official, (ii) contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or bylaws of Parent, (iii) contravene, or constitute a default under, any agreement, judgment, injunction, order, decree or other instrument binding upon Parent, except to the extent such contravention or default could not reasonably be expected to have a Material Adverse Effect or (iv) result in the creation or imposition of any Lien on any asset of Parent, the Borrower or any of its Restricted Subsidiaries, other than any Lien that is required by this Agreement.

Company and Governmental Authorization; No Contravention. (ia) The execution, delivery and performance by TREX Company, LLC of the Borrower of this Agreement and the Notes Loan Documents to which it is a party are within the Borrower’s its limited liability company powers, have been duly authorized by all necessary limited liability company action, and do not (i) require any no action by or in respect of, or filing with, any governmental body, agency or official, official (iiexcept for any such action or filing as shall have been taken or made and that is in full force and effect from and after the Closing Date) and do not contravene, or constitute (with or without the giving of notice or lapse of time or both) a default under, any provision of applicable law or regulation of the organizational documents of TREX Company, LLC or of the certificate of formation or limited liability company agreement of the Borrower, (iii) contravene, or constitute a default under, any agreement, judgment, injunction, order, decree or other instrument binding upon the Borroweror affecting TREX Company, except to the extent such contravention LLC or default could not reasonably be expected to have a Material Adverse Effect or (iv) result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesTREX Company, other than any Lien that is required by this AgreementLLC except as stated herein. (iib) The execution, delivery and performance by Parent Trex Company, Inc. of this Agreement the Loan Documents to which it is a party are within Parent’s its corporate powers, have been duly authorized by all necessary corporate action, and do not (i) require any no action by or in respect of, or filing with, any governmental body, agency or official, official (iiexcept for any such action or filing as shall have been taken or made and that is in full force and effect from and after the Closing Date) and do not contravene, or constitute (with or without the giving of notice or lapse of time or both) a default under, any provision of applicable law or regulation of the organizational documents of Trex Company, Inc. or any Subsidiary or of the certificate of incorporation or bylaws of Parent, (iii) contravene, or constitute a default under, any agreement, judgment, injunction, order, decree or other instrument binding upon Parentor affecting Trex Company, except to the extent such contravention Inc. or default could not reasonably be expected to have a Material Adverse Effect any Subsidiary or (iv) result in the creation or imposition of any Lien on any asset of ParentTrex Company, the Borrower Inc. or any of its Restricted Subsidiaries, other than any Lien that is except as stated herein. (c) Each of TREX Company, LLC, Trex Company, Inc. and its Subsidiaries (i) has all Governmental Approvals required by this Agreementany applicable law for it to conduct its business, each of which is in full force and effect, is final and is not subject to review on appeal and is not the subject of any pending, or to the knowledge of its management, threatened attack by direct or collateral proceedings and (ii) is in compliance with each Governmental Approval applicable to it, except where the failure to obtain such Governmental Approval or non-compliance with any Governmental Approval could not reasonably be expected to have a Material Adverse Effect.