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

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority and (d) do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or Party, (ii) any of the Organizational Documents of any Credit Party, or (biii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (biii), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Financing Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Financing Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority (except the filing of the Mortgages and financing statements) and do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, Party or (bii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), ii) reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, Party or (bii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (bii), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not violate, conflict with or cause a breach or a default under (a) any Law provision of applicable to any Credit Party law or any regulation or of the Organizational Documents of any Credit PartyParty or of any agreement, judgment, injunction, order, decree or (b) any agreement or other instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), not reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Financing Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority and (d) do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or Party, (ii) any of the Organizational Documents of any Credit Party, or (biii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (biii), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority Authority, except for the filings necessary to perfect the Liens created by the Financing Documents and any necessary filings with the SEC, and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not violate, conflict with or cause a breach or a default under (a) any Law provision of applicable to any Credit Party law or any regulation or of the Organizational Documents of any Credit PartyParty or of any agreement, judgment, injunction, order, decree or (b) any agreement or other instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), would not reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, Party or (bii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), not reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority Authority, except for the filings necessary to perfect the Liens created by the Operative Documents, and (d) do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (bii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (bii), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority Authority, except for the filings necessary to perfect the Liens created by the Financing Documents and any necessary filings with the SEC, and (d) do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (bii) any Law applicable to any Credit Party or any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (bii), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) as of the Closing Date, require no further action by or in respect of, or material filing with, any Governmental Authority Authority, other than notices to be filed in the Ordinary Course of Business, (d) do not violate, conflict with or cause a breach or a default under any of the Organizational Documents of any Credit Party, and (e) do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (bii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (be), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority and (d) do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or Party, (ii) any of the Organizational Documents of any Credit Party, or (biii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could notwhich, with respect to this clause (biii), would not reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority Authority, except for the filings necessary to perfect the Liens created by the Operative Documents and (d) do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or in any material respect, (ii) any of the Organizational Documents of any Credit Party, or (biii) any material agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (biii), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority and (d) do not violate, conflict with or cause a breach or a default under (ai) any material requirement of any Law applicable to any Credit Party or Party, (ii) any of the Organizational Documents of any Credit Party, or (biii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (biii), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Loan Party of the Operative Facility Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority and (d) do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or Loan Party, (ii) any of the Organizational Documents of any Credit Loan Party, or (biii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could notwhich, with respect to this clause (biii), would not reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Financing Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.. Credit and Security Agreement 29

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Financing Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Financing Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Financing Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party Borrower of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party Borrower or any of the Organizational Documents of any Credit PartyBorrower, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are (a) within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority and (d) do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or (ii) any of the Organizational Documents of any Credit Party, or (biii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (biii), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority (other than the filing of UCC-1 financing statements) and do not violate, conflict with or cause a breach or a default under (ai) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, Party or (bii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (bii), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of each of the Operative Financing Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could would not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (ai) any applicable Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, Party or (bii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (bii), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Financing Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority (other than the filing of UCC-1 financing statements) and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could would not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Loan Party and each Subsidiary of the Operative Loan Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or Law, (b) any of the Organizational Documents of any Credit Party, Loan Party or any Subsidiary or (bc) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause each of clauses (ba) and (c), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party Borrower of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and and, except as set forth on Schedule 3.2, do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party Borrower or any of the Organizational Documents of any Credit PartyBorrower, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party and each Foreign Subsidiary of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not violate, conflict with or cause a breach or a default under (a) any Law provision of applicable to any Credit Party law or any regulation or of the Organizational Documents of any Credit Partysuch Person or of any agreement, judgment, injunction, order, decree or (b) any agreement or other instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), not reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and and, except as set forth on Schedule 3.2, do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Transaction Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with violate or cause a breach of or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Note Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, Note Party or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Financing Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could would not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.