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, except for (i) filings to perfect the security interests created by the Security Documents and (ii) actions or filings, the failure with respect to which could not reasonably be expected to have a Material Adverse Effect, and do not violate, conflict with or cause a breach or a default under any provision of applicable law or regulation 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 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 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, except for Governmental Authority other than (i) recordings, filings and other perfection actions in connection with the Liens granted to perfect the security interests created by the Agent under this Agreement or any Security Documents Document and (ii) actions those obtained or filings, made on or prior to the failure with respect to which could not reasonably be expected to have a Material Adverse EffectClosing Date, and do not violate, conflict with or cause a breach or a default under (a) any provision of Law applicable law to any Credit Party or regulation or any of the Organizational Documents of any Credit Party Party, or of (b) any agreement, judgment, injunction, order, decree agreement or other instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not 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 Financing Documents to which it is a party are within its corporate, partnership, or limited liability company, as the case may be, powers, have been duly authorized by all necessary corporate, partnership, or limited liability company, as the case may be, action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any governmental body, agency or official, except for (i) filings to perfect the security interests created by the Security Documents and (ii) actions or filings, the failure with respect to which could not reasonably be expected to have a Material Adverse Effect, official and do not violate, conflict with or cause a breach or a default under any provision of applicable law or regulation 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 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 Loan Party of the Operative Facility Documents to which it is a party party, including the issuance of the Securities and the reservation for issuance of the Conversion Shares and the Warrant Shares, (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, except for (i) filings to perfect the security interests created by the Security Documents Governmental Authority and (iid) actions or filings, the failure with respect to which could not reasonably be expected to have a Material Adverse Effect, and do not violate, conflict with or cause a breach or a default under (i) any provision of Law applicable law or regulation or to any Loan Party, (ii) any of the Organizational Documents of any Credit Party Loan Party, or of (iii) any agreement, judgment, injunction, order, decree agreement or other instrument binding upon it, except for such violations, conflicts, breaches or defaults as could which, with respect to this clause (iii), would not reasonably be expected to have a Material Adverse Effect.