Common use of Corporate Authorization; No Contravention Clause in Contracts

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and each other Loan Document to which the such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the any Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the any Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the any Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Borrower Credit Parties of this Agreement and by each Credit Party and each Subsidiary thereof of any other Loan Document to which the Borrower such Credit Party or Subsidiary is party, and any Borrowing as of the date of such Borrowing party have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrowerany of that Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or result in the creation of any Lien (other than the obligation to create and maintain Liens on the Collateral pursuant to the Existing Indebtedness Documents) under, any document evidencing any material Contractual Obligation to which the Borrower such Person is a party or any material order, injunction, writ or decree of any Governmental Authority to which the Borrower such Person or its property Property is subject; or (c) violate any material Requirement of LawLaw in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Borrower Credit Parties of this Agreement Agreement, and by each Credit Party and each of their respective Subsidiaries of any other Loan Document to which the Borrower such Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (ai) contravene the terms of the Borrowerany of that Person’s Organization Documents; (bii) conflict with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower such Person or its property Property is subject; or (ciii) violate any Requirement of LawLaw in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and each other Loan Document to which the Borrower it is party, and any Borrowing as of the date of such Borrowing a party have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of the Borrower’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrower’s Organization Documents;, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, (i) any document evidencing any Contractual Obligation to which the Borrower is a party or (ii) any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property Property is subject; or (c) violate or contravene any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Borrower Credit Parties of this Agreement Agreement, and by each Credit Party and each of their respective Subsidiaries of any other Loan Document to which the Borrower such Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (ai) contravene the terms of the Borrowerany of that Person’s Organization Documents; (bii) conflict with or result in any breach or contravention of, or result in the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower such Person or its property Property is subject; or (ciii) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower it is party, and any Borrowing as of the date of such Borrowing a party have been duly authorized by all necessary corporate actioncorporate, company, partnership or other similar organizational action (as the case may be), and do not and will not: (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower or any of its Subsidiaries is a party party, or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or any of its Subsidiaries or any of its or their property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower it is party, and any Borrowing as of the date of such Borrowing a party have been duly authorized by all necessary corporate actioncorporate, company, partnership or other similar organizational action (as the case may be), and do not and will not: (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower or any of its Subsidiaries is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or any of its Subsidiaries or any of its or their property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Each Borrower of this Agreement and each other Loan Document to which the such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the any Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the any Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the any Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower Borrower, of this Agreement and each any other Loan Document to which the Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: would not be expected to: (a) contravene the terms of the any of Borrower’s Organization Documents; 's articles of incorporation, bylaws or other organization documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property Property is subject; or or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is party, and any Borrowing as of the date of such Borrowing party have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or (c) violate any Requirement of Applicable Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and each other Loan Document to which the such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrowerany ▇▇▇▇▇▇▇▇’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the any Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the any Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other the Loan Document to which the Borrower is party, and any Borrowing as of the date of such Borrowing Documents have been duly authorized by all necessary corporate or other action, and do not and will not: : (a) contravene the terms of any of the Borrower’s Organization Documents; ; (b) conflict with or result in any breach or contravention of, or the creation of any Lien underunder (other than any Lien created pursuant to the Loan Documents), any document evidencing any material Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and each other Loan Document to which the Borrower it is party, and any Borrowing as of the date of such Borrowing party have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrower’s any of its Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower Company or any of its Subsidiaries is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower Company or any of its Subsidiaries or any of its or their property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Borrower Credit Parties of this Agreement and by each Credit Party and each of their respective Subsidiaries of any other Loan Transaction Document to which the Borrower such Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrowerany of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower such Person or its property Property is subject; or (c) violate any material Requirement of LawLaw in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company and the Canadian Borrower of this Agreement and each other Loan Document to which the Borrower either is party, and any Borrowing as of the date of such Borrowing party have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrower’s 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, any document evidencing any material Contractual Obligation to which the Borrower Company or any of its Subsidiaries is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower Company or any of its Subsidiaries or any of its or their property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Borrower Credit Parties of this Agreement and by each Credit Party of any other Loan Document to which the Borrower such Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrowerany of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing any material Contractual Obligation (including the Related Agreements) to which the Borrower such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower such Person or its property Property is subject; or (c) violate any material Requirement of LawLaw in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Borrower Credit Parties of this Agreement and by each Credit Party and each of their respective Subsidiaries of any other Loan Document to which the Borrower such Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrowerany of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower such Person or its property Property is subject; or (c) violate any material Requirement of LawLaw in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Party of each Loan Document to which the Borrower it is party, and any Borrowing as of the date of such Borrowing party have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrower’s any of its Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower or any of its Subsidiaries is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or any of its Subsidiaries or any of its or their property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower Parent, PLIC, PXP and their Subsidiaries of this Agreement and each other Loan Document to which the Borrower such Person is party, and any each Borrowing as of the date of such Borrowing hereunder, have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrower’s any of that Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower such Person or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower Borrowers of this Agreement and each other Loan Document to which the any Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of the Borrower’s Company's or its Subsidiaries' Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower Company or any of its Subsidiaries is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower Company or its Subsidiaries or their property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which Agreement, the Borrower is party, Note and any Borrowing as of other agreements and documents contemplated hereby (together, the date of such Borrowing “Financing Agreements”) have been duly authorized by all necessary corporate action, and do not and will not: : (ai) contravene the terms of the any of Borrower’s Organization Documents; organizational documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property Property is subject; or or (ciii) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower Borrowers of this Agreement and each other Loan Document to which the any Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the any of such Borrower’s 's Organization Documents; (b) conflict in any material respect with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the such Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the such Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is a party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate or partnership action, and do not and will not: (a) contravene the terms of any of the Borrower’s Organization 's Organizational Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which any of the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery ----------------------------------------- and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower it is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of the Borrower’s 's Organization Documents; (b) conflict in any material respect with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which and the Borrower is party, and any Borrowing as of the date of such Borrowing Tom’s Foods Acquisition have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrowerany of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower or any of its Subsidiaries is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or any of its Subsidiaries or any of its or their property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and each other the Loan Document Documents to which the Borrower it is party, and any Borrowing as of the date of such Borrowing a party have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the any of such Borrower’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the such Borrower or any of its Subsidiaries is a party or any order, injunction, writ or decree of any Governmental Authority to which the such Borrower or any of its Subsidiaries or any of its or their property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower it is a party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: : (a) contravene the terms of the any of Borrower’s 's Organization Documents; ; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or (c) violate any Requirement of Law.its

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and each other Loan Document to which the such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the any Borrower’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the any Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the any Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and each other Loan Document to which the such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) contravene the terms of the any of such Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the such Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the such Borrower or its property is subject; or (c) violate in any material respect any Requirement of LawLaw applicable to such Borrower.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is party, and any Borrowing as of the date of such Borrowing party have been duly authorized by all necessary corporate action, and do not and will not: : (a) contravene the terms of any of the Borrower’s Organization Documents; ; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or or (c) violate any Requirement of Applicable Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement Agreement, the borrowings hereunder and each other Loan Document to which the Borrower is party, and any Borrowing as use of the date of such Borrowing proceeds thereof have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of the Borrower’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower or any Subsidiary is a party or any order, injunction, writ or decree of any Governmental Authority or arbitrator to which the Borrower or its property is subjectsubject which, in the aggregate, would reasonably be expected to result in a Material Adverse Effect; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and each other Loan Document to which the such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate or other organizational action, and do not and will not: : (a) contravene the terms of the Borrowerany of such ▇▇▇▇▇▇▇▇’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the such Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the such Borrower or its property is subject; or or (c) violate in any material respect any Requirement of LawLaw applicable to such Borrower.

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and each other Loan Document to which the such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) contravene the terms of the any of such Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the such Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the such Borrower or its property is subject; or (c) violate any Requirement of LawLaw applicable to such Borrower.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower it is party, and any Borrowing as of the date of such Borrowing a party have been duly authorized by all necessary corporate actioncorporate, company, partnership or other similar organizational action (as the case may be), and do not and will not: (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower or any of its Subsidiaries is a party party, or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or any of its Subsidiaries or any of its or their property is subject; or or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and each other Loan Document to which the such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the any of such Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the such Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the such Borrower or its property is subject; or (c) violate any Requirement of LawLaw applicable to such Borrower.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each the other Loan Document Credit Documents to which it is a party are within the Borrower is partyBorrower's corporate powers, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: not (a) contravene the terms of the certificate of incorporation or by-laws of the Borrower’s Organization Documents; , (b) conflict with or result in any breach or contravention of, or constitute a default under, or result in the creation of any Lien upon any of the property or assets of the Borrower under, any document evidencing any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or or (c) violate any material Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is a party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate or partnership action, and do not and will not: (a) contravene the terms of any of the Borrower’s Organization Organizational Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which any of the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement Agreement, the Pledge Agreements and each other Loan Document to which the Borrower Company or any Pledgor Subsidiary is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of the Borrower’s Company's or the Pledgor Subsidiaries' Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower Company is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower Company or its any Pledgor Subsidiary or any of their respective property is subject, except for such instances as would not have, individually or in the aggregate, a Material Adverse Effect; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The executionexecution and delivery of each Credit Document by the Company and each Subsidiary which is a party thereto, delivery and the performance by the Borrower each such Person of this Agreement and each other Loan Document to which the Borrower is partyits obligations thereunder, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary action (corporate actionor otherwise) in respect of such Person, and do not and will not: : (a) contravene the terms of the Borrower’s 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, any document evidencing any material Contractual Obligation to which the Borrower any such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower any such Person or its property Property is subject; or or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The Tbe execution, delivery and performance by the Borrower BOlTOwer of this Agreement and each other Loan Document to which the Borrower is a party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate corporate, partnership or limited liability company action, as applicable, and do not and will not: not (a) contravene the terms of the any of Borrower’s 's Organization Documents; ; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or (or ( c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower and its Subsidiaries and Old USI of this Agreement Agreement, and each any other Loan Document to which the Borrower such Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrower’s Organization Documentsany of such Person's charter or by-laws; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower such Person or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, ------------------------------------------ delivery and performance by the Borrower Company of this Agreement and each other Loan Document to which the Borrower Company is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of the Borrower’s Company's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower Company is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower Company or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is partyhas been, and any Borrowing as of SS SF/83472 2 27 the date of such Borrowing have Note when delivered hereunder will be, been duly authorized by all necessary corporate action, and do not and will not: (ai) contravene the terms of any of the Borrower’s 's Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or (ciii) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of this Agreement and each other Loan Document to which the Borrower such Person is party, and any Borrowing as of the date of such Borrowing a party have been duly authorized by all necessary corporate actioncorporate, company, partnership or other similar organizational action (as the case may be), and do not and will not: (a) contravene the terms of the Borrowerany of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which the Borrower such Person or any of its Subsidiaries is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower such Person or any of its Subsidiaries or any of its or their property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower Borrowers of this Agreement and each other Loan Document to which the either Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of the Organization Documents of either Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the either Borrower is a party party, except for the creation of Liens pursuant to the Loan Documents, or any order, injunction, writ or decree of any Governmental Authority to which the either Borrower or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Borrower Company and its Subsidiaries of this Agreement and each other Loan Document to which the Borrower such Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: : (a) contravene the terms of the Borrower’s any of that Person's Organization Documents; ; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation relating to borrowed money or evidencing any other material Contractual Obligation to which the Borrower such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower such Person or its property is subject; or or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery ----------------------------------------- and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: : (a) contravene the terms of any of the Borrower’s 's Organization Documents; ; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and each other Loan Document to which the such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) 5.2.1.1. contravene the terms of the Borrowerany ▇▇▇▇▇▇▇▇’s Organization Documents; (b) 5.2.1.2. conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the any Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the any Borrower or its property is subject; or (c) 5.2.1.3. violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, ----------------------------------------- delivery and performance by the each Borrower of this Agreement and each other Loan Document to which the such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the any of any Borrower’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the any Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the any Borrower or its property is subject; or (c) violate any Requirement of Law.