Common use of Corporate Power and Authority; No Conflicts Clause in Contracts

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each Obligor of this Amendment has been duly authorized by all necessary corporate action and do not and will not: (a) in the case of each Corporate Obligor require any consent or approval of its stockholders and in the case of FiberMark Office require any consent or approval of its members-managers, which consent or approval has not already been obtained; (b) in the case of each Corporate Obligor contravene its certificate of incorporation or by-laws and in the case of FiberMark Office contravene its Articles of Organization or Operating Agreement; (c) violate any provision of, or require any filing, registration, consent or approval under any Law (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Obligor; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Obligor is a party or by which it or its properties may be bound or affected; or (e) result in, or require, the creation or imposition of any Lien (other than as created hereunder), upon or with respect to any of the properties now owned or hereafter acquired by such Person.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each such Obligor of this Amendment has the Loan Documents have been duly authorized by all necessary corporate action and do not and will not: (a) in the case of each Corporate Obligor require any consent or approval of its stockholders and in the case of FiberMark Office require any consent or approval of its members-managers, which consent or approval has not already been obtained; (b) in the case of each Corporate Obligor contravene its certificate of incorporation or by-laws and in the case of FiberMark Office contravene its Articles of Organization or Operating Agreement; (c) violate any provision of, or require any filingfiling (other than the filing of the financing statements contemplated hereby or by the Security Documents), registration, consent or approval under any Law (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Obligor; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Obligor is a party or by which it or its properties may be bound or affected; or (e) result in, or require, the creation or imposition of any Lien (other than as created hereunderhereunder or under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by such Person.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each Obligor of this Amendment has the Borrowers of the Facility Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) in the case of each Corporate Obligor require any consent or approval of its stockholders and in the case of FiberMark Office require any consent or approval of its members-managers, which consent or approval that has not already been obtained; (b) in the case of each Corporate Obligor contravene its certificate of incorporation charter or by-laws and in the case of FiberMark Office contravene its Articles of Organization or Operating Agreementlaws; (c) violate any provision of, or require any filing, registration, consent or approval under under, any Law law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Obligorthe Borrowers or any of their Subsidiaries or Affiliates; (d) result in a breach of or constitute a default under or require any consent under any indenture or material indenture, loan or credit agreement or any other material agreement, lease or instrument to which such Obligor any Borrower is a party or by which it or its properties may be bound or affected; or (e) result in, or require, the creation or imposition of any Lien (other than as created hereunder), upon or with respect to any of the properties now owned or hereafter acquired by such Person.any Borrower; or

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each Obligor Borrower of this Amendment has the Facility Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) in the case of each Corporate Obligor require any consent or approval of its stockholders and in the case of FiberMark Office require any consent or approval of its members-managers, which consent or approval has not already been obtainedstockholders; (b) in the case of each Corporate Obligor contravene its certificate of incorporation charter or by-laws and in the case of FiberMark Office contravene its Articles of Organization or Operating Agreementlaws; (c) violate any provision of, or require any filing, registration, consent or approval under under, any Law law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such ObligorBorrower or any of its Subsidiaries or Affiliates; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Obligor Borrower is a party or by which it or its properties may be bound or affected; or (e) result in, or require, the creation or imposition of any Lien (other than as created hereunder)Lien, upon or with respect to any of the properties now owned or hereafter acquired by such Person.Borrower; or (f) cause such Borrower (or any Subsidiary or Affiliate, as the case may be) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument. 42 37

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each Obligor Borrower of this Amendment has the Facility Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) in the case of each Corporate Obligor require any consent or approval of its stockholders and in the case of FiberMark Office require any consent or approval of its members-managers, which consent or approval has not already been obtainedstockholders; (b) in the case of each Corporate Obligor contravene its certificate of incorporation charter or by-laws and in the case of FiberMark Office contravene its Articles of Organization or Operating Agreementlaws; (c) violate any provision of, or require any filing, registration, consent or approval under 54 48 under, any Law law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such ObligorBorrower or any of its Subsidiaries or Affiliates; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Obligor Borrower is a party or by which it or its properties may be bound or affected; or (e) result in, or require, the creation or imposition of any Lien (other than as created hereunderunder the Security Agreement or the other Collateral Documents), upon or with respect to any of the properties now owned or hereafter acquired by such PersonBorrower; or (f) cause such Borrower (or any Subsidiary or Affiliate, as the case may be) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

Corporate Power and Authority; No Conflicts. The execution, ------------------------------------------- delivery and performance by each Obligor the Borrower of this Amendment has the Facility Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) in the case of each Corporate Obligor require any consent or approval of its stockholders and in the case of FiberMark Office require any consent or approval of its members-managers, which consent or approval has not already been obtainedstockholders; (b) in the case of each Corporate Obligor contravene its certificate of incorporation charter or by-laws and in the case of FiberMark Office contravene its Articles of Organization or Operating Agreementlaws; (c) violate any provision of, or require any filing, registration, consent or approval under under, any Law law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Obligorthe Borrower or any of its Subsidiaries or Affiliates; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Obligor the Borrower is a party or by which it or its properties may be bound or affected; or (e) result in, or require, the creation or imposition of any Lien (other than as created hereunder)Lien, upon or with respect to any of the properties now owned or hereafter acquired by the Borrower, except for the Liens created by the Facility Documents; or (f) cause the Borrower (or any Subsidiary or Affiliate, as the case may be) to be in default under any such Personlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each Obligor such Guarantor of this Amendment has the Facility Documents to which it is a party are within its power and authority and have been duly authorized by all necessary corporate action and do not and will not: (a) in the case of each Corporate Obligor require any consent or approval of its stockholders and in the case of FiberMark Office require any consent or approval of its members-managers, which consent or approval has not already been obtainedstockholders; (b) in the case of each Corporate Obligor contravene its certificate of incorporation charter or by-laws and in the case of FiberMark Office contravene its Articles of Organization or Operating Agreementlaws; (c) violate any provision of, or require any filing, registration, consent or approval under under, any Law law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Obligorany Guarantor or any of its Subsidiaries; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Obligor any Guarantor is a party or by which it or its properties may be bound or affected; or (e) result in, or require, the creation or imposition of any Lien (other than as created hereunder)Lien, upon or with respect to any of the properties now owned or hereafter acquired by any Guarantor; or (f) cause any Guarantor or any of its Subsidiaries to be in default under any such Personlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument, except where such contravention, violation, breach, default or Lien is not reasonably expected to have a Material Adverse Effect.

Corporate Power and Authority; No Conflicts. The execution, delivery and performance by each Obligor the Borrower of this Amendment has the Facility Documents have been duly authorized by all necessary corporate action and do not and will not: (a) in the case of each Corporate Obligor require any consent or approval of its stockholders and in the case of FiberMark Office require any consent or approval of its members-managers, which consent or approval has not already been obtainedstockholders; (b) in the case of each Corporate Obligor contravene its certificate of incorporation charter or by-laws and in the case of FiberMark Office contravene its Articles of Organization or Operating Agreementlaws; (c) violate any provision of, or require any filing, registration, consent or approval under under, any Law law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Obligorthe Borrower or any of its Subsidiaries or Affiliates; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Obligor the Borrower is a party or by which it or its properties may be bound or affected; or (e) result in, or require, the creation or imposition of any Lien (other than as created hereunder)Lien, upon or with respect to any of the properties now owned or hereafter acquired by such Person.the Borrower, except for the Lien granted pursuant to the Security Agreement; or