Common use of Authorization; No Contravention Clause in Contracts

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and (y) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or except for the Liens created pursuant to the Loan Documents, the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except subject; or (c) violate any Law except, in the each case of this referred to in clause (ii) any such conflictb), breach or contravention that would to the extent failure to do so could not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have party, have, to the extent applicable, been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate any Law; except in the case of this clause clauses (iib) any and (c) above to the extent that such conflict, breach breach, contravention, Lien, payment or contravention that would violation could not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect subject; or (iiic) violate any Law, except in any each case for referred to in clause (b) or (c), to the extent that such violations that conflict, breach, contravention or violation would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene in any material respects the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate in any material respects any material Law; except in the each case of this referred to in clause (iib) any such conflictor (c), breach or contravention to the extent that failure to do so would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liensas permitted by Section 7.01) under, under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate any Law, except with respect to any conflict, breach or contravention referred to in the case of this clause (ii) any b)(i), to the extent that such conflict, breach or contravention that would could not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have or is to be a party, has been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do does not and will not (ia) contravene the terms of any of such Person’s Organization Documents; (b) except where such conflict would not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in any breach breach, termination, or contravention of, or the creation of constitute a default under (i) any Lien (other than Permitted Liens) under, any Contractual Obligation Material Indebtedness to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents and Liens permitted by Section 7.1); or (d) except in the case of this clause (ii) any where such conflict, breach or contravention that violation would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect subject; or (iiic) violate any Law, except with respect to any breach or contravention or payment referred to in any case for clauses (b) and (c), to the extent that such violations that would conflict, breach, contravention or payment could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) or is to be a party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate any Applicable Law, except in the each case of this referred to in clause (iib) any or (c), to the extent that such conflictbreach, breach contravention or contravention that violation would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.. 5.03

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (xa) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (yb) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liensas permitted under Section 6.01) under, or require any Contractual Obligation payment to be made under (x) any material contract to which such Person is a party or affecting such Person or the properties of such Person or any Restricted Subsidiary or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any each case for referred to in clauses (ii) or (iii), to the extent that such violations that conflict, breach, contravention, Lien, payment or violation would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and (y) do not and will not (i) contravene the terms of any of such Person’s 's Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the any case of this clause (ii) any that such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party such Guarantor of each Loan Document to which such Person is party (x) this Guaranty have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not not: (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect subject; or (iiic) violate any Law, except with respect to any violation, breach, contravention or conflict referred to in any case for clauses (b)(i), (b)(ii) and (c), to the extent that such violations that violation, breach, contravention or conflict would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) or is to be a party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate any Applicable Law, except in the each case of this referred to in clause (iib) any or (c), to the extent that such conflictbreach, breach contravention or contravention that violation would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s 's Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of (i) any Lien Contractual Obligation (other than Permitted Liensthe Collateral Documents) under, any Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject, except in the case of this clause (ii) for any such conflict, breach or contravention that would not be reasonably be expected individually or in the aggregate likely to have a Material Adverse Effect Effect; (c) result in the creation of any Lien under any Contractual Obligations to which such Person is a party (other than Liens permitted by this Agreement); or (iiid) violate any Law, except in for any case for such violations violation that would not be reasonably be expected, individually or in the aggregate, likely to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person Loan Party is party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such PersonLoan Party’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liensany Lien pursuant to a Loan Document) under, (i) any Contractual Obligation to which such Person Loan Party is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person Loan Party or its property is subject except subject, in the each case of under this clause (iib) any except to the extent such conflict, breach or contravention that contravention, as the case may be, would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; or (c) violate any Law except to the extent any such violation would not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene violate the terms of any of such Person’s Organization Documents, ; (iib) conflict with violate or result in create any breach or contravention ofLien under, or the creation of require any Lien payment to be made under (other than Permitted Liensi) under, any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate any Law in any material respect (including, without limitation, Regulation U or Regulation X issued by the FRB) except in the each case of this referred to in clause (ii) any b)(ii), to the extent that such conflict, breach breach, creation, payment or contravention that would violation could not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate any Law except in the each case of this referred to in clause (iib)(i), (b)(ii) any or (c), to the extent that such conflict, breach contravention or contravention that would violation could not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect subject; or (iiic) violate any Law, except with respect to any breach or contravention or payment referred to in any case for 124 clauses (b) and (c), to the extent that such violations that would conflict, breach, contravention or payment could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of the Intercreditor Agreement, each Loan Document and Related Document to which such Person is or is to be a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect subject; or (iiic) violate any Law, except in any each case for referred to in clause (b) or (c), to the extent that such violations that would conflict, breach, contravention or violation could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and (y) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the any case of this clause (ii) any that such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (iwith the passage of time) (a) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liensi) under, any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (c) violate any applicable Law, except in the case of this clause clauses (iib) and (c) above, with respect to any conflict, breach or violation to the extent that such conflict, breach or contravention that violation would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expectedresult in, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect subject; or (iiic) violate any Law, except in any each case for referred to in the foregoing clauses (b) and (c), to the extent that such violations that would conflict, breach, contravention or violation could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect subject; or (iiic) violate any Law, except except, in each case referred to in clause (b) or (c), as contemplated hereunder or to the extent such conflict, breach, contravention or violation, or creation of any case for such violations that would Lien could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and (y) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and ------------------------------- performance by each of the Loan Party Parties of this Agreement and each other Loan Document to which such Person it is a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational comparable action, and (y) do not and will not not: (ia) contravene the terms of any of such that Person’s 's Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted LiensLien) 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 or any arbitral award to which such Person or its property is subject subject, except in the case of this clause (ii) any where such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect Effect; or (iiic) violate any Requirement of Law, except in any case for where such violations that violation would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene in any material respects the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate in any material respects any material Law; except in the each case of this referred to in clause (iia), (b) any such conflictor (c), breach or contravention to the extent that failure to do so would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; or (d) violate in any material respects any material Law except to the extent that failure to do so would not reasonably be expected to have a Parent Material Adverse Effect (as defined in the Merger Agreement).

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) or is to be a party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate any Applicable Law, except in the case of this the preceding clause (iib) to the extent that any such violation, conflict, breach breach, contravention or contravention that creation would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Organizational Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liensas permitted by Section 7.01), (i) under, any Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate any Law in; except with respect to any conflict, breach, violation or contravention or payment (but not creation of Liens) referred to in clauses (b) and (c), to the case of this clause (ii) any extent that such conflict, breach breach, contravention, violation or contravention that payment would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) a party, and the consummation of the Transactions, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liensas permitted by Section 7.01), or require any payment to be made under (x) under, any Contractual Obligation to which such Person is a party or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or violate any Law; except in the case of this clause (ii) with respect to any such conflict, breach or contravention or payment (but not creation of Liens) referred to in clauses (ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liensa Lien permitted under Section 7.01) under, (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except subject; or (c) violate any applicable Laws, in the each case of this clause clauses (iib) any and (c), to the extent such contravention, conflict, breach breach, creation or contravention that violation would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational actionaction on the part of such Loan Party, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Lienspursuant to the Loan Documents), or require any payment to be made under (i) under, any Contractual Obligation to which such Person is a party or by which such Person is bound or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect subject; or (iiic) violate any Law, except in any each case for referred to in clause (b) or (c), to the extent such violations that would conflict, breach, contravention, payment or violation could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate any Law except in the each case of this referred to in clause (iib)(i), (b)(ii) any or (c), to the extent that such conflict, breach contravention or contravention that violation would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have or is to be a party, has been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do does not and will not (ia) contravene the terms of any of such Person’s 's Organization Documents; (b) except where such conflict would not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in any breach breach, termination, or contravention of, or the creation of constitute a default under (i) any Lien (other than Permitted Liens) under, any Contractual Obligation Material Indebtedness to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents and Liens permitted by Section 7.01); or (d) except in the case of this clause (ii) any where such conflict, breach or contravention that violation would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Note Document to which such Person is, or is to be, a party (x) have has been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, action and (y) do does not and will not not: (i) contravene the terms of any of such Person’s Organization Documents, ; (ii) conflict with in any material respect with, or result in any breach breach, termination, or contravention of, or the creation of any Lien (other than Permitted Liens) constitute a default under, or require any Contractual Obligation payment to which be made under (1) any Material Indebtedness of such Person is a party or any of its Subsidiaries, (2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except subject, or (3) any governmental licenses, permits, authorizations, consents and approvals; except, in the each case of referred to in this clause (ii) ), to the extent that any such conflict, breach breach, termination, contravention or contravention that would default could not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.to

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (xa) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, action and (yc) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liensas permitted by Section 7.01) under, (x) any Contractual Obligation to which such Person is a party or any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause or (iiy) any material agreement to which such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have Person is a Material Adverse Effect party; or (iii) violate any material Law; except with respect to any conflict, except breach, violation or contravention referred to in any case for clause (ii) or (iii), to the extent that such violations that would conflict, breach, violation or contravention could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (iwith the passage of time) (ia) contravene the terms of any of such Person’s Organization Documents, (iiiib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted LiensAi) under, any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B)ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (iiic) violate any applicable Law, except in the case of this clause clauses (iiiib) and (iiic) above, with respect to any conflict, breach or violation to the extent that such conflict, breach or contravention that violation would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expectedresult in, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect subject; or (iiic) violate any Law, except in any each case for referred to in the foregoing clauses (b) and (c), to the extent that such violations that would conflict, breach, contravention or violation could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.. 5.03

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (x) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (with the passage of time) (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted LiensA) under, any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (iii) violate any applicable Law, except in the case of this clause clauses (ii) and (iii) above, with respect to any conflict, breach or violation to the extent that such conflict, breach or contravention that violation would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expectedresult in, individually or in the aggregate, to have a Material Adverse Effect.. 121

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and (y) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (xi) have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and (yii) do not and will not (iA) contravene the terms of any of such Person’s Organization Documents, (iiB) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause (iiB) any such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iiiC) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party are within such Loan Party’s corporate or other powers, (xa) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, action and (yb) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liensas permitted by Section 7.01) under, (x) any Contractual Obligation to which such Person is a party or any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause or (iiy) any material agreement to which such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have Person is a Material Adverse Effect party; or (iii) violate any material Law; except with respect to any conflict, except breach, violation or contravention referred to in any case for clause (ii) or (iii), to the extent that such violations that would conflict, breach, violation or contravention could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (xa) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, action and (yc) do not and will not (i) contravene i)contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liensas permitted by Section 7.01) under, (x) any Contractual Obligation to which such Person is a party or any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except in the case of this clause or (iiy) any material agreement to which such conflict, breach or contravention that would not reasonably be expected individually or in the aggregate to have Person is a Material Adverse Effect party; or (iii) violate any material Law; except with respect to any conflict, except breach, violation or contravention referred to in any case for clauses (ii) or (iii), to the extent that such violations that would conflict, breach, violation or contravention could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (x) party, have been duly authorized by all necessary corporate, partnership, limited liability company corporate or other organizational action, and (y) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under (other than Permitted Liensi) under, any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject subject; or (c) violate any applicable Law, except with respect to any breach or contravention or violation referred to in clauses (b) and (c), to the case of this clause (ii) any extent that such conflict, breach breach, contravention or contravention that would violation could not reasonably be expected individually or in the aggregate to have a Material Adverse Effect or (iii) violate any Law, except in any case for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.