Common use of Corporate Authorization; No Contravention Clause in Contracts

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary action, and do not and will not (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) 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 to which such Person or its Property is subject, or (c) violate any material Requirement of Law in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties Borrower of this Agreement Agreement, the Note and by each Credit Party of any other Loan Document to which such Person is partyagreements and documents contemplated hereby (together, the “Financing Agreements”) have been duly authorized by all necessary action, and do not and will not not: (ai) contravene the terms of any of that PersonBorrower’s Organization Documentsorganizational documents; (bii) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) under, any document evidencing any material Contractual Obligation to which such Person Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person Borrower or its Property is subject, ; or (ciii) violate any material Requirement of Law in any material respectLaw.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties of this Agreement and by each Credit Party of any other Loan Document the Note Purchase Documents and Related Agreements to which such Person it is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not not: (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created granted under the Loan DocumentsRelated Agreements and approved by the DIP Order) 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 to which such Person or its Property is subject, subject (other than breaches resulting from the filing of the Chapter 11 Cases); or (c) violate any material Requirement of Law in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Credit Parties of this Agreement Borrower and by each Credit Party its Subsidiaries of any other Loan Document to which such Person it is party, a party have been duly authorized by all necessary action, corporate action and do not and will not not: (a) contravene the terms of any such Person's certificate of that Person’s Organization Documentsincorporation, bylaws or other organization document; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) under, any document evidencing any material indenture, agreement, lease, instrument, Contractual Obligation Obligation, injunction, order, decree or undertaking to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject, party; or (c) violate any material Requirement of Law in any material respectLaw.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary action, and do not and will not (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) 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 to which such Person or its Property is subject, ; or (c) violate any material Requirement of Law in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Credit Parties of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary action, and do not and will not (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) 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 to which such Person or its Property is subject, ; or (c) violate any material Requirement of Law in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties of this Agreement and by each Credit Party (and any Subsidiary thereof, if applicable) of any other each Loan Document and Related Agreement to which such Person is party, have been duly authorized by all necessary action, and do not and will not not: (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) 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 to which such Person or its Property is subject, ; or (c) violate any material Requirement of Law in any material respect.

Corporate Authorization; No Contravention. The Tbe execution, delivery and performance by the Credit Parties BOlTOwer of this Agreement and by each Credit Party of any other Loan Document to which such Person Borrower is a party, have been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, and do not and will not (a) contravene the terms of any of that Person’s Borrower's Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) under, any document evidencing any material Contractual Obligation to which such Person Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person Borrower or its Property property is subject, ; or (( c) violate any material Requirement of Law in any material respectLaw.

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Credit Parties of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary action, and do not and will not (a) not: contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) under, any document evidencing any material Contractual Obligation (including the Related Agreements) to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject, ; or (c) violate any material Requirement of Law in any material respect.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties Company and its Subsidiaries of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary corporate action, and do not and will not not: (a) contravene the terms of any of that Person’s 's Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) undermaterial respect, any document evidencing any material Contractual Obligation to which such Person is a party or result in the creation of any Lien under any such document, or (c) conflict with or result in any breach or contravention of any material order, injunction, writ or decree of any Governmental Authority to which such Person or its Property property is subject, ; or (cd) violate any material Requirement of Law in any material respectLaw.

Corporate Authorization; No Contravention. The executionexecution and delivery of each Credit Document by the Company and each Subsidiary which is a party thereto, delivery and the performance by the Credit Parties of this Agreement and by each Credit Party of any other Loan Document to which such Person is partyof its obligations thereunder, have been duly authorized by all necessary actionaction (corporate or otherwise) in respect of such Person, and do not and will not not: (a) contravene the terms of any of that such Person’s 's Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) under, any document evidencing any material Contractual Obligation to which any such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which any such Person or its Property is subject, ; or (c) violate any material Requirement of Law in any material respectLaw.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties Borrower of this Agreement and by each the other Credit Party of any other Loan Document Documents to which such Person it is partya party are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not and will not (a) contravene the terms of any the certificate of that Person’s Organization Documents; incorporation or by-laws of the Borrower, (b) conflict with or result in any material breach or contravention of, or constitute a default under, or result in the creation of any Lien (other than Liens in favor upon any of Agent created under the Loan Documents) property or assets of the Borrower under, any document evidencing any material Contractual Obligation to which such Person the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person the Borrower or its Property property is subject, ; or (c) violate any material Requirement of Law in any material respectLaw.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary action, and do not and will not (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) 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 to which such Person or its Property is subject, or ; (c) violate any material Requirement of Law in any material respect; or (d) materially adversely affect any Permit. 4.3.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary action, and do not and will not (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Permitted Liens and Liens in favor of Agent created under the Loan Documents) 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 to which such Person or its Property is subject, or (c) violate any material Requirement of Law in any material respect.

Corporate Authorization; No Contravention. The execution, delivery ----------------------------------------- and performance by the Credit Parties Borrower of this Agreement and by each Credit Party of any other Loan Document to which such Person the Borrower is party, have been duly authorized by all necessary corporate action, and do not and will not not: (a) contravene the terms of any of that Person’s the Borrower's Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) under, any document evidencing any material Contractual Obligation to which such Person the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person the Borrower or its Property property is subject, ; or (c) violate any material Requirement of Law in any material respectLaw.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties each Loan Party of this Agreement and by each Credit Party of any other Loan Document to which such Person is a party, have been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, and do not and will not not: (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) under, any document evidencing any material Contractual Obligation (other than the Obligations arising under any Loan Document) to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property property is subject, subject or give rise to a right thereunder to require any payment to be made by any Loan Party; or (c) violate any material Requirement of Law in any material respectLaw.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties Company or any of the Guarantors of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary corporate, partnership, or limited liability company action, and do not and will not not: (a) contravene the terms of any of that Person’s 's Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) 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 to which such Person or its Property property is subject, ; or (c) violate any material Requirement of Law in any material respect.Law. 6.3

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties each Borrower of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, party have been duly authorized by all necessary corporate or other action, and do not and will not not: (a) contravene the terms of any of that such Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien under (other than Liens in favor of Agent any Lien created under pursuant to the Loan Documents) 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 to which such Person or its Property property is subject, ; or (c) violate any material Requirement of Law in any material respectLaw.

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties Company and its Subsidiaries of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary corporate action, and do not and will not not: (a) contravene the terms of any of that Person’s 's Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan DocumentsPermitted Liens) 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 to which such Person or its Property property is subject, ; or (c) violate any material Requirement of Law in any material respect.Law. 5.03

Corporate Authorization; No Contravention. The execution, delivery and performance by the Credit Parties Company and its Subsidiaries of this Agreement and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary corporate action, and do not and will not not: (a) contravene the terms of any of that Person’s 's Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) under, any document evidencing any Contractual Obligation relating to borrowed money or evidencing any other material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property property is subject, ; or (c) violate any material Requirement of Law in any material respect.Law. 6.03

Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Credit Parties of this Agreement Agreement, and by each Credit Party of any other Loan Document to which such Person is party, have been duly authorized by all necessary action, and do not and will not (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens in favor of Agent created under the Loan Documents) under, any document evidencing any material Contractual Obligation Material Contract to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject, ; or (c) violate any material Requirement of Law in any material respectwhich could reasonably be expected to have a Material Adverse Effect.