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

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The Borrower’s incurrence of Debt hereunder, and the execution, delivery and performance by the Borrower of this Agreement and the Notes Notes, are within the corporate powers of the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental bodyGovernmental Authority (except such as has been obtained), agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries Subsidiaries, or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws bylaws of the Borrower or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate articles of incorporation or by-laws of the Borrower or of any agreement or instrument evidencing or governing Debt of the Borrower or any other material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Note, the Warrants and the Notes other Loan Documents delivered as of the Closing Date (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or any of its Subsidiaries or Guarantor, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesGuarantor other than Liens created or imposed pursuant to the Loan Documents.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes Promissory Notes: (a) are within the Borrower's corporate powers, ; (b) have been duly authorized by all necessary corporate action, action on the part of the Borrower; (c) require no action by or in respect of, or filing with, any governmental body, agency or official official, in each case, on the part of the Borrower; and (d) do not contravene, or constitute a default by the Borrower under, any provision of (i) applicable law or regulation or of regulation, (ii) the certificate of incorporation or by-laws of the Borrower, or (iii) any agreement or instrument evidencing or governing Debt of the Borrower or of any other material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesBorrower.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Borrowers of this Agreement and the Notes other Credit Documents (i) are within each of the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of each of the Borrower Borrowers or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Borrowers or any of its Subsidiaries or their Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower Borrowers or any of its their Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Tenant of this Agreement Lease and the Notes other Transaction Documents (i) are within the BorrowerTenant's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Tenant or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Tenant or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower Tenant or any of its SubsidiariesSubsidiaries other than the Lien created by or arising as a result of the Transaction Documents.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes Financing Documents are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Borrower's certificate of incorporation or by-laws of the Borrower or of any agreement or other instrument evidencing Debt for borrowed money or of any other material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or any of its Subsidiaries Subsidiary or result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesSubsidiary.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Restricted Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Note and the Notes other Loan Documents (i) are within the Borrower's ’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, which has not been obtained, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesSubsidiaries other than as provided therein.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes other Loan Documents (i) are within the Borrower's ’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, with any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or any Subsidiary or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate actionaction on the part of the Borrower, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Borrowers of this Agreement and the Notes other Credit Documents (i) are within each of the Borrower's ’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of each of the Borrower Borrowers or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Borrowers or any of its Subsidiaries or their Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower Borrowers or any of its their Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than those set forth in the Plan of Demutualization, each of which has been taken or made) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate Borrower's articles of incorporation or by-laws of the Borrower bylaws or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries Subsidiary or result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesSubsidiary.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the corporate powers of the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate Borrower's articles of incorporation or by-laws of the Borrower bylaws or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries Subsidiary or result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesSubsidiary.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes Promissory Notes: (a) are within the Borrower's corporate powers, ; (b) have been duly authorized by all necessary corporate action, action on the part of the Borrower; (c) require no action by or in respect of, or filing with, any governmental body, agency or official official, in each case, on the part of the Borrower; and (d) do not contravene, or constitute a default by the Borrower under, any provision of (i) applicable law or regulation or regulation, (ii) the organizational documents of the certificate of incorporation Borrower, or by-laws (iii) any agreement or instrument evidencing or governing Debt of the Borrower or of any other material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesBorrower.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Note and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, which has not been obtained, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesSubsidiaries other than as provided therein.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (a) are within the Borrower's corporate powers, (b) have been duly authorized by all necessary corporate action, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate articles of incorporation or by-laws of the Borrower or of any contract or agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (e) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.. <PAGE>

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default defau1t under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than regular informational filings with the Securities and Exchange Commission) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other material agreement or instrument binding upon the Borrower or any of its Consolidated Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Consolidated Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes Promissory Notes: (a) are within the Borrower's corporate powers, ; (b) have been duly authorized by all necessary corporate action, action on the part of the Borrower; (c) require no action by or in respect of, or filing with, any governmental body, agency or official official, in each case, on the part of the Borrower; and (d) do not contravene, or constitute a default by the Borrower under, any provision of (i) applicable law or regulation or regulation, (ii) the organizational documents of the certificate of incorporation Borrower, or by-laws (iii) any agreement or instrument evidencing or governing debt of the Borrower or of any other material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesBorrower.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or (except for informational filings under section 13 or 15(d) of the Exchange Act) filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than approval of the New York State Public Service Commission, which approval has been obtained and is in full force and effect) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes, the Swing Loan Note and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, in any case which has not been taken or made, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Significant Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of any applicable law or regulation or of the certificate Articles of incorporation Incorporation or by-laws Bylaws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Loan Parties of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate Loan Parties’ organizational powers, (ii) have been duly authorized by all necessary corporate organizational action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation incorporation, operating agreement or by-laws of the Borrower any Loan Party or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except in favor of the Collateral Agent, the Agent and the Banks as provided in the Loan Documents.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Note and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the such Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the such Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the such Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the such Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the such Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Parent or any Subsidiary or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Parent or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate articles of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's ’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default defau1t under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, of or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws by_laws of the Borrower or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Significant Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. (a) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powerspower, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesBorrower.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Borrowers of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the each Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Borrowers or any of them or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Borrowers or any of its Subsidiaries them or any of their respective Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower Borrowers or any Subsidiary of its Subsidiariesa Borrower.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Note and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.Borrower

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Loan Parties of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's Loan Parties' corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (a) are within the Borrower's corporate powers, (b) have been duly authorized by all necessary corporate action, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate articles of incorporation or by-laws of the Borrower or of any contract or agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (e) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the Notes and the Notes other Loan Documents (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except in favor of the Agent and the Banks as provided in the Loan Documents.