Common use of Corporate Authorization; Conflicts Clause in Contracts

Corporate Authorization; Conflicts. This Agreement has been, and as of the Closing Date, each of the other Loan Documents shall be, duly authorized, executed and delivered by the Borrower and the Guarantors, as applicable. The execution, delivery and performance of the Loan Documents by the Borrower and the Guarantors, as applicable, and the consummation of the Transactions and the granting of any Liens or other security interests to be granted by the Borrower or the Guarantors pursuant to this Agreement and the Collateral Documents, as applicable, will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than any Lien created or imposed pursuant to the Collateral Documents) upon any assets of the Borrower or the Guarantors pursuant to any agreement, document or instrument to which the Borrower or any Guarantor is a party or by which the Borrower or any Guarantor is bound or to which any of the assets or property of the Borrower or any Guarantor is subject, except, with respect to this clause (a), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (b) result in any violation, or conflict with any, of the Organizational Documents of the Borrower or any Guarantor, (c) result in the violation of any Applicable Law except, with respect to this clause (c), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (d) result in the violation of any judgment, order, rule, corporate integrity agreement, regulation, determination or decree of any Governmental Authority binding upon the Borrower or any Guarantor.

Corporate Authorization; Conflicts. This Agreement has been, and as of the Closing Date, each of the other Loan Transaction Documents shall be, other than the New Notes have been duly authorized, executed and delivered by the Borrower Company and the Guarantors, as applicable, and the New Notes have been duly authorized and, as of the Settlement Date will be, duly executed and delivered by the Company. The execution, delivery and performance of the Loan Transaction Documents by the Borrower Company and the Guarantors, as applicable, and the consummation of the Transactions Exchange, including the issuance of the Common Shares, the New Notes and any Warrants and any issuance of Conversion Shares and Warrant Shares, and the granting of any Liens or other security interests to be granted by the Borrower Company or the Guarantors pursuant to this Agreement the New Notes Indenture and the Collateral Documents, as applicable, will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than any Lien created or imposed pursuant to the Collateral Documents) upon any assets of the Borrower Company or the Guarantors pursuant to any agreement, document or instrument to which the Borrower Company or any Guarantor is a party or by which the Borrower Company or any Guarantor is bound or to which any of the assets or property of the Borrower Company or any Guarantor is subject, except, with respect to this clause (a), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (b) result in any violation, or conflict with any, of the Organizational Documents of the Borrower Company or any Guarantor, (c) result in the violation of any Applicable Law (including, without limitation, the rules and regulations of the Principal Market) except, with respect to this clause (c), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (d) result in the violation of any judgment, order, rule, corporate integrity agreement, regulation, determination or decree of any Governmental Authority binding upon the Borrower Company or any Guarantor. Without limiting the foregoing, after giving effect to the Supplement, the execution, delivery and performance of the Transaction Documents by the Company and the Guarantors, as applicable, and the consummation of the Exchange, including the issuance of the Common Shares, the New Notes and any Warrants and any issuance of Conversion Shares and Warrant Shares, and the granting of any Liens or other security interests granted by the Company or the Guarantors pursuant to the New Notes Indenture and the Collateral Documents, as applicable, will not (i) constitute a violation, breach, or default or event of default under the Indenture, dated as of September 10, 2019 (the “2024 Notes Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) or the New Notes Indenture, (ii) result in any adjustment of the Conversion Price or the conversion price applicable to the 2024 Notes, or (iii) otherwise permit any Person to exercise any right or remedy under the 2024 Notes Indenture, the 2024 Notes, the New Notes Indenture, the Series A Notes or the Series B Notes that, in each case, was not exercisable by such Person in accordance with the terms thereof immediately prior to the execution of this Agreement No vote or approval of the Company’s stockholders is required in connection with this Agreement, the other Transaction Documents or the Exchange, including, for the avoidance of doubt, the issuance of the Common Shares, the New Notes, the Conversion Shares, the Warrants and the Warrant Shares, under the Organizational Documents of the Company, the Delaware General Corporation Law, as amended (“DGCL”), the rules and regulations of the Principal Market or otherwise. There is outstanding $305,257,000 aggregate principal amount of the Notes, consisting of $275,257,000 aggregate principal amount of Series A Notes and $30,000,000 aggregate principal amount of Series B Notes (in each case, without giving effect to the Exchange).