Common use of Corporate Authority and No Violation Clause in Contracts

Corporate Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party and, in the case of the Borrower, the Borrowings hereunder and the execution and delivery of the Note and, in the case of each Credit Party, the grant to the Lender of the security interest in the Collateral and the Pledged Securities as contemplated herein and by the other Fundamental Documents and, in the case of each Corporate Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof (i) have been duly authorized by all necessary corporate action on the part of each such Credit Party, (ii) will not constitute a violation by such Credit Party in any material respect of any provision of Applicable Law or any order of any court or other agency of the United States or any state thereof applicable to such Credit Party or any of its properties or assets, (iii) will not violate any provision of the Certificate or Articles of Incorporation or By-Laws of such Credit Party, or any material provision of any Material Agreement or any other material indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or its properties or assets are bound, (iv) will not be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under or create any right to terminate any Material Agreement, or any other material indenture, agreement, bond, note or other instrument, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any

Corporate Authority and No Violation. (a) The execution, delivery and performance by the Guarantor of this Credit Agreement Guaranty and the other Fundamental Credit Documents to which it is a party, by each Credit Party and, in the case of the Borrower, the Borrowings hereunder and the execution and delivery of the Note and, in the case of each Credit Party, the grant to the Lender of the security interest in the Collateral and the Pledged Securities as contemplated herein and by the other Fundamental Documents and, in the case of each Corporate Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof party (ia) have been duly authorized by all necessary corporate action on the part of each such Credit Partythe Guarantor, (iib) will not constitute a violation by such Credit Party in any material respect of violate any provision of any Applicable Law or (as defined in the HFS Credit Agreement (as hereinafter defined) as in effect on the Effective Date) (including any order of any court or other agency of the United States or any state thereof laws related to franchising) applicable to such Credit Party the Guarantor or any of its Subsidiaries or any of their respective properties or assets, (iiic) will not violate any provision of the Certificate or Articles of Incorporation or By-Laws of such Credit Partythe Guarantor or any of its Subsidiaries, or any material provision of any Material Agreement or any other material indenture, agreementany agreement for borrowed money, any bond, note or other similar instrument or any other material agreement to which such Credit Party the Guarantor or any of its Subsidiaries is a party or by which such Credit Party the Guarantor or any of its Subsidiaries or any of their respective properties or assets are bound, (ivd) will not be in conflict with, result in a breach of of, or constitute (with due notice or lapse of time or both) a default under or create under, any right to terminate any Material Agreement, or any other material indenture, agreement, bond, note or other instrument, instrument and (ve) will not result in the creation or imposition of any Lien, charge Lien upon any property or encumbrance assets of anythe Guarantor or any of its Subsidiaries other than pursuant to this Guaranty and the other Credit Documents to which the Guarantor is a party.

Corporate Authority and No Violation. (a) The consummation of the Mergers and the execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party andParty, in the case of the Borrower, the Borrowings borrowings hereunder and the execution and delivery of the Note and, Notes; in the case of each Credit Party, the grant to the Lender Agent for the benefit of the Lenders of the security interest in the Collateral and the Pledged Securities as interests contemplated herein and by the other Fundamental Documents and, Article 8 hereof; in the case of each Corporate Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof hereof; (i) have been duly authorized by all necessary corporate action on the part of each such Credit Party, (ii) will not constitute a violation by such Credit Party in any material respect of violate any provision of any Applicable Law or applicable to any order of any court or other agency of the United States or any state thereof applicable to such Credit Party Parties or any of its their respective properties or assets, (iii) will not violate any provision of the Certificate or Articles of Incorporation or By-Laws of such any of the Credit Party, or any material provision of any Material Agreement or any other material indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or its properties or assets are boundParties, (iv) will not be in violate, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under or create any right to terminate provision of any Material Distribution Agreement, or any other material indenture, agreement, bond, note note, or other instrumentsimilar instrument to which any Credit Party is a party or by which any such party or any of their respective properties or assets are bound, and (v) will not result in the creation or imposition of any LienLien upon any property or assets of any Credit Party other than as a result of this Agreement and the other Fundamental Documents to which it is a party, charge or encumbrance of anyexcept to the extent, with respect to clauses (ii), (iv) and (v), as does not and will not have a Material Adverse Effect.

Corporate Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party and, in the case of the Borrower, the Borrowings hereunder and the execution and delivery of the Note and, in the case of each Credit Party, the grant to the Lender of the security interest in the Collateral and the Pledged Securities as contemplated herein and by the other Fundamental Documents and, in the case of each Corporate Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof (i) have been duly authorized by all necessary corporate action on the part of each such Credit Party, (ii) will not constitute a violation by such Credit Party in any material respect of any provision of Applicable Law or any order of any court or other agency of the United States or any state thereof applicable to such Credit Party or any of its properties or assets, (iii) will not violate any provision of the Certificate or Articles of Incorporation or By-Laws of such Credit Party, or any material provision of any Material Agreement or any other material indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or its properties or assets are bound, (iv) will not be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under or create any right to terminate any Material Agreement, or any other material indenture, agreement, bond, note or other instrument, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of anyany nature whatsoever upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents to which it is a party.

Corporate Authority and No Violation. (a) The execution, delivery and ------------------------------------ performance by the Guarantor of this Credit Agreement Guaranty and the other Fundamental Credit Documents to which it is a party, by each Credit Party and, in the case of the Borrower, the Borrowings hereunder and the execution and delivery of the Note and, in the case of each Credit Party, the grant to the Lender of the security interest in the Collateral and the Pledged Securities as contemplated herein and by the other Fundamental Documents and, in the case of each Corporate Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof party (ia) have been duly authorized by all necessary corporate action on the part of each such Credit Partythe Guarantor, (iib) will not constitute a violation by such Credit Party in any material respect of violate any provision of any Applicable Law or (as defined in the HFS Credit Agreement (as hereinafter defined) as in effect on the Effective Date) (including any order of any court or other agency of the United States or any state thereof laws related to franchising) applicable to such Credit Party the Guarantor or any of its Subsidiaries or any of their respective properties or assets, (iiic) will not violate any provision of the Certificate or Articles of Incorporation or By-Laws of such Credit Partythe Guarantor or any of its Subsidiaries, or any material provision of any Material Agreement or any other material indenture, agreementany agreement for borrowed money, any bond, note or other similar instrument or any other material agreement to which such Credit Party the Guarantor or any of its Subsidiaries is a party or by which such Credit Party the Guarantor or any of its Subsidiaries or any of their respective properties or assets are bound, (ivd) will not be in conflict with, result in a breach of of, or constitute (with due notice or lapse of time or both) a default under or create under, any right to terminate any Material Agreement, or any other material indenture, agreement, bond, note or other instrument, instrument and (ve) will not result in the creation or imposition of any Lien, charge Lien upon any property or encumbrance assets of anythe Guarantor or any of its Subsidiaries other than pursuant to this Guaranty and the other Credit Documents to which the Guarantor is a party.