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 body, agency or official (other than (a) routine corporate, tax, ERISA, intellectual property, environmental filings and other filings from time to time necessary in connection with the conduct of such Credit Party’s business in the ordinary course, and (b) recordings and filings in connection with the Liens granted to the Agent under the Financing Documents) and do not violate, conflict with or cause a breach or a default under any provision of applicable Law or of the Organizational Documents of any Credit Party or of any agreement, judgment, injunction, order, decree or other instrument binding upon it, except for such failures to file, violations, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Obligor Party of the Operative Transaction Documents (including, without limitation, the issuance, on the terms and subject to the conditions set forth herein, of the Senior Notes), 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 bodyGovernmental Authority and, agency or official (other than (a) routine corporateexcept as set forth on Schedule 6.3, tax, ERISA, intellectual property, environmental filings and other filings from time to time necessary in connection with the conduct of such Credit Party’s business in the ordinary course, and (b) recordings and filings in connection with the Liens granted to the Agent under the Financing Documents) and do not violate, conflict with or cause a breach or a default under (a) any provision of law applicable Law to any Obligor or any of the Organizational Documents of any Credit Party Obligor, (b) any Existing Senior Secured Debt Document, or of any agreementother material indenture, judgment, injunction, order, decree agreement or other instrument binding upon itto which any Obligor is a party or by which the Obligors or any of their respective properties is bound, except for such failures to file, violations, conflicts, breaches or defaults as could not not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of the Transaction Documents by the Obligors will not result in or require the creation of any material Lien upon or with respect to any of the properties of any Obligor, other than Liens granted in favor of Purchaser pursuant to the Transaction Documents.

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 body, agency or official (other than (a) routine corporate, tax, ERISA, intellectual property, environmental filings and other filings from time to time necessary in connection with the conduct of such Credit Party’s business in the ordinary course, and (b) recordings and filings in connection with the Liens granted to the Collateral Agent under the Financing Documents) and do not violate, conflict with or cause a breach or a default under any provision of applicable Law or of the Organizational Documents of any Credit Party or of any agreement, judgment, injunction, order, decree or other instrument binding upon it, except for such failures to file, violations, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect.

Organization and Governmental Authorization; No Contravention. The Other than and conditioned upon entry of the DIP Orders and such other necessary orders of the Bankruptcy Court, the execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, (b) require no further action by or in respect of, or filing with, any governmental bodyGovernmental Authority or other material order, agency consent, approval, license, authorization or official validation of, or filing, recording or registration with, or exemption by, or any other action of, any other Person (other than except for (ax) routine corporatethose that have otherwise been obtained or made on or prior to the Closing Date and which remain in full force and effect on the Closing Date and (y) those, taxthe failure of which to receive, ERISA, intellectual property, environmental filings and other filings from time could not reasonably be expected to time necessary in connection with the conduct of such Credit Party’s business in the ordinary coursehave a Material Adverse Effect), and (bc) recordings and filings in connection with the Liens granted to the Agent under the Financing Documents) and do not violate, conflict with or cause a breach or a default under (i) any provision of Law applicable Law to any Credit Party or any of the Organizational Documents of any Credit Party Party, or of (ii) except as set forth on Schedule 3.2 any agreement, judgment, injunction, order, decree agreement or other instrument binding upon it, except for such failures to file, violations, conflicts, breaches or defaults as could not not, with respect to this clause (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 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 body, agency or official (Governmental Authority other than (ai) routine corporaterecordings, tax, ERISA, intellectual property, environmental filings and other filings from time to time necessary in connection with the conduct of such Credit Party’s business in the ordinary course, and (b) recordings and filings perfection actions in connection with the Liens granted to the Agent under this Agreement or any Security Document and (ii) those obtained or made on or prior to the Financing DocumentsClosing Date and (d) and do not violate, conflict with or cause a breach or a default under (i) any provision of Law applicable Law or to any Credit Party, (ii) any of the Organizational Documents of any Credit Party Party, or of (iii) any agreement, judgment, injunction, order, decree agreement or other instrument binding upon it, except (y) as set forth on Schedule 3.2(c) and (z) for such failures to file, violations, conflicts, breaches or defaults as could not not, with respect to this clause (iii), reasonably be expected to have a Material Adverse Effect.. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan)