Common use of Corporate Authorization; No Contravention Clause in Contracts

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower of this Agreement and each other Loan Document to which such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each the Borrower of this Agreement and each other Loan Document to which such the Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower of the Borrowers of this Agreement Agreement, and by each Borrower and each of its Subsidiaries of any other Loan Document to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate organizational action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each the Borrower of this Agreement and each other Loan Document to which such the Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Each Borrower of this Agreement and each other Loan Document to which such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower of this Agreement and each other Loan Document to which such Borrower it is party, and any Borrowing as of the date of such Borrowing a party have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower of this Agreement and each other Loan Document to which such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate or other organizational action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower the Borrowers of this Agreement and each other Loan Document to which such any Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each the Borrower and its Subsidiaries of this Agreement and each other Loan Document to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower and each of its Subsidiaries of this Agreement and each other Loan Document to which such Borrower or Subsidiary is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower of this Agreement and each other Loan Document to which such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. (a) The execution, delivery and performance by each the Borrower of this Agreement Agreement, and each the Borrower and its Subsidiaries of any other Loan Document and Related Agreement to which any of such Borrower Persons is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower and its Subsidiaries and the Parent of this Agreement Agreement, and each any other Loan Document to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each the Borrower of this Agreement and each other Loan Document to which such the Borrower is a party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate or partnership action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each the Borrower of this Agreement and each other Loan Document to which such the Borrower is party, and any Borrowing as of the date of such Borrowing party have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each the Borrower of this Agreement and by the Borrower and the Parent Guarantor of each other Loan Credit Document to which such Borrower it is a party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate limited liability company, corporate, or other such necessary action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each the Borrower of this Agreement and each other Loan Document and Related Document to which such Borrower it is party, the execution, delivery and performance by Per-Se and Merger Sub of each Related Document to which they are party and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower of this Agreement and each other Loan Document to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each the Borrower and the Guarantors of this Agreement and each other Loan Document to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower of this Agreement and each other Loan Document to which such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate or other organizational action, and do not and will not:: (a) contravene the terms of any of such Xxxxxxxx’s Organization Documents;

Corporate Authorization; No Contravention. (a) The execution, delivery and performance by each the Borrower and its Subsidiaries of this Agreement Agreement, and each any other Loan Document and Related Agreements to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, ----------------------------------------- delivery and performance by each Borrower of this Agreement and each other Loan Document to which such Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, ------------------------------------------ delivery and performance by each Borrower the Company of this Agreement and each other Loan Document to which such Borrower the Company is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower of the Borrowers of this Agreement Agreement, and by each Borrower and each of their respective Subsidiaries of any other Loan Document to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate organizational action, and do not and will not:

Corporate Authorization; No Contravention. (a) The execution, delivery and performance by each the Borrower of this Agreement Agreement, and each Borrower and its Subsidiaries of any other Loan Document and Related Agreement to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower of the Borrowers of this Agreement and each other Loan Document to which such Borrower is party, and any Borrowing as of the date of such Borrowing have has been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower and its Restricted Subsidiaries of this Agreement and each other Loan Document to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower and its Subsidiaries and Old USI of this Agreement Agreement, and each any other Loan Document to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower of the Loan Parties of this Agreement Agreement, and by each of the Loan Parties and each other of their respective Subsidiaries of any othereach Loan Document and Related Agreement to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each Borrower the Borrowers of this Agreement and each other Loan Document to which such either Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. (a) The execution, delivery and performance by each Borrower the Borrowers of this Agreement Agreement, and each the Borrowers and their Subsidiaries of any other Loan Document and Related Agreement to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each the Borrower and its Subsidiaries of this Agreement and each other Loan Document to which such the Borrower and its Subsidiaries is party, and any Borrowing as the consummation of the date of such Borrowing Reorganization, have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. (a) The execution, delivery and performance by each the Borrower of this Agreement Agreement, and each the Borrower and its Subsidiaries of any other Loan Document and Related Agreement to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each the Borrower and the Guarantors of this Agreement and each other Loan Document to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate or other organizational action, and do not and will not:

Corporate Authorization; No Contravention. (a) The execution, delivery ----------------------------------------- and performance by each the Borrower of this Agreement Agreement, and each Borrower and its Subsidiaries of any other Loan Document and Related Agreement to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. (a) The execution, delivery and performance by each Borrower of this Agreement and by each other Loan Party of each Loan Document to which such Borrower Person is a party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate or other organizational action, and do not and will not:

Corporate Authorization; No Contravention. (a) The execution, delivery and performance by each the Borrower of this Agreement Agreement, and each Holdings, the Borrower and its Subsidiaries of any other Loan Document to which such Borrower Person is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not:

Corporate Authorization; No Contravention. The execution, delivery and performance by each such Borrower of this Agreement Agreement, the borrowings hereunder and each other Loan Document to which such Borrower is party, and any Borrowing as the use of the date of such Borrowing proceeds thereof have been duly authorized by all necessary corporate action, and do not and will not: