Common use of Corporate Authorization; No Contravention Clause in Contracts

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

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company and its Subsidiaries Company, of this Agreement and each any other Loan Document to which such Person the Company is a party, have been duly authorized by all necessary corporate action, and do not and will notwould not be expected to: (a) contravene the terms of any of that Personthe Company's Organization Documentsarticles 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 material Contractual Obligation to which such Person the Company is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person the Company or its property Property is subject; or (c) violate any Requirement of Law.

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

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company and its Subsidiaries each Loan Party of this Agreement and each other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate corporate, partnership or limited liability company action, as applicable, and do not and will not: (a) contravene the terms of any of that Person'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 such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Company Note Purchase Documents and its Subsidiaries of this Agreement and each other Loan Document Related Agreements to which such Person it is a party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) contravene the terms of any of that Person's ’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens granted under the Related Agreements and approved by the DIP Order) under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property Property is subjectsubject (other than breaches resulting from the filing of the Chapter 11 Cases); or (c) violate any Requirement of LawLaw in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company each Credit Party (and its Subsidiaries any Subsidiary thereof, if applicable) of this Agreement and each other Loan Document and Related Agreement to which such Person is a party, have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of that Person's ’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 such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property Property is subject; or (c) violate any Requirement of LawLaw in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Company and its Subsidiaries Credit Parties of this Agreement Agreement, and by each Credit Party of any other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate action, and do not and will not: not (a) contravene the terms of any of that Person's ’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 Material Contract to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property Property is subject; or (c) violate any Requirement of LawLaw which could reasonably be expected to have a Material Adverse Effect.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company and its Subsidiaries or any of the Guarantors of this Agreement and each other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate corporate, partnership, or limited liability company action, and do not and will not: (a) contravene the terms of 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 material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Requirement of Law.. 6.3

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Company and its Subsidiaries Credit Parties of this Agreement and each any other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate action, and do not and will not: not (a) contravene the terms of any of that Person's ’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 such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which 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 its Subsidiaries of this Agreement and each by the Company of any other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate actioncorporate, partnership or limited liability company action and do not and will not: (a) contravene the terms of any the Company's certificate of that Person's Organization Documentsincorporation or bylaws, or other organization document; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material indenture, agreement, lease, instrument, Contractual Obligation to which such Person is a party or any orderObligation, injunction, writ order, decree or decree of any Governmental Authority undertaking to which such Person or its property the Company is subjecta party; or (c) violate any material Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Company and its Subsidiaries Credit Parties of this Agreement and by each Credit Party of any other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of that Person's ’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 such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which 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 each Loan Party of this Agreement, and by each Loan Party and its Subsidiaries of this Agreement and each any other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate action, and do not and will not: not (a) contravene the terms of any of that Person's ’s Organization Documents; , (b) 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 such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Requirement of LawLaw in any respect; except, in each case referred to in clause (b) or clause (c), as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company and its Subsidiaries each Loan Party of this Agreement and each other Loan Document to which such Person is a party, party have been duly authorized by all necessary corporate corporate, partnership or limited liability company action, as applicable, and do not and will not: (a) contravene the terms of any of that Person'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 such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property Property is subject, except to the extent such conflict would not reasonably be expected to result in a Material Adverse Effect; or (c) violate any material Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Company and its Subsidiaries Loan Parties of this Agreement and each other Loan Document to which such Person it is a party, have been duly authorized by all necessary corporate corporate, partnership or limited liability company action, as applicable, and do not and will not: (a) contravene the terms of any of that Person's 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 such Person it is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person it or its property is subject; or (c) violate any Requirement of Law.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company and its Subsidiaries of this Agreement and each other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of 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 material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which 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 Company and its Subsidiaries each Borrower of this Agreement and each other Loan Document to which such Person is a party, party have been duly authorized by all necessary corporate or other action, and do not and will not: (a) contravene the terms of any of that such Person's ’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 such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which 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 Company and its Subsidiaries of this Agreement and each other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of that Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Requirement of Law.. 6.03

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company and its Subsidiaries of this Agreement and each other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of any of that Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Requirement of Law.. 5.03

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company and its Subsidiaries each Loan Party of this Agreement and each other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate actioncorporate, partnership or limited liability company actions, as applicable, and do not and will not: (a) contravene the terms of 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 material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Requirement of Law.