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

Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment are within the corporate power of the Borrower, 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 or other Person (except for any such action or filing that has been taken 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 Organization Documents of the Borrower or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower other than Liens created pursuant to the Credit Documents.

Corporate and Governmental Authorization; No Contravention. The execution execution, delivery and delivery performance by the Borrower of this Amendment Agreement and the performance by the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment Notes are within the Borrower’s corporate power of the Borrowerpowers, 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 or other Person (except for any such action or filing that has been taken 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 Organization Documents certificate of incorporation or bylaws of the Borrower or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower other than Liens created pursuant to the Credit Documentsor any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution execution, delivery and delivery performance by the Borrower of this Amendment Agreement and the performance by the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment Notes are within the Borrower's corporate power of the Borrowerpowers, 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 or (other Person (except for any such action or filing that has been taken than filings of this Agreement and is in full force the Notes with the Securities and effectExchange Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Organization Documents articles 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 other than Liens created pursuant to the Credit Documentsor any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower of this Amendment the Credit Documents and the performance by the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment thereunder are within the corporate power of the Borrower, 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 or other Person (except for any such action or filing that has been taken 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 Organization Documents of the Borrower or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower other than Liens created pursuant to the Credit Documents.

Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower of this Amendment the Credit Documents and the performance by the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment thereunder are within the corporate power of the Borrower, 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 or other Person (except for any such action or filing that has been taken 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 Organization Documents of the Borrower or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower other than Liens created pursuant to the Credit Documents.

Corporate and Governmental Authorization; No Contravention. The execution execution, delivery and delivery performance by the Borrower of this Amendment Agreement, the Notes, the Warrant Agreements and the performance by other Loan Documents delivered as of the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment Closing Date (i) are within the Borrower's corporate power of the Borrowerpowers, (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 or other Person official, (except for any such action or filing that has been taken and is in full force and effectiv) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Organization Documents 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 Guarantor, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any Guarantor other than Liens created or imposed pursuant to the Credit Loan Documents.

Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower Obligors of this Amendment the Financing Documents and the performance by the Borrower Obligors of its their respective obligations hereunder and under the Credit Agreement as amended by this Amendment thereunder are within the corporate power of the BorrowerObligors, 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 or other Person (except for any such action or filing that has been taken 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 Organization Constitutional Documents of the Borrower any Obligor or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower any Obligor or result in the creation or imposition of any Lien on any asset of the Borrower any Obligor other than Liens created pursuant to the Credit Financing Documents.

Corporate and Governmental Authorization; No Contravention. The execution execution, delivery and delivery performance by the Borrower of this Amendment Agreement and the performance by the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment Notes are within the Borrower’s corporate power of the Borrowerpowers, 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 such filings as have been made and remain effective and such approvals or other Person (except for any such action or filing that has orders as have been taken obtained and is are in full force and effect) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Organization Documents articles 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 to which any of its properties are subject, or result in the creation or imposition of any Lien on any asset of the Borrower other than Liens created pursuant to the Credit DocumentsBorrower.

Corporate and Governmental Authorization; No Contravention. The ---------------------------------------------------------- execution and delivery by the Borrower of this Amendment the Loan Documents to which the Borrower is a party and the performance by the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment thereunder are within the corporate power of the Borrower, 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 or other Person (except for any such action or filing that has been taken 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 Organization Documents articles of incorporation or bylaws of the Borrower or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower other than Liens created pursuant to the Credit Loan Documents.

Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower of this Amendment the Credit Documents and the performance by the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment thereunder are within the corporate power of the Borrower, 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 or other Person (except for any such action or filing that has been taken 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 Organization Documents of the Borrower or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower other than Liens created pursuant to the Credit Documents.. LEGAL02/34647694v6

Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower of this Amendment the Financing Documents and the performance by the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment thereunder are within the corporate power of the Borrower, 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 or other Person (except for any such action or filing that has been taken 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 Organization Constitutional Documents of the Borrower or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower other than Liens created pursuant to the Credit Financing Documents.