Common use of Due Authorization; No Conflict Clause in Contracts

Due Authorization; No Conflict. The execution, delivery and performance by Parent and Borrower of this Amendment are within Parent’s or Borrower’s, as applicable, corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder or shareholder action (including, without limitation, any action required to be taken by any class of directors of Parent or Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment). The execution, delivery and performance by Parent and Borrower of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of Parent, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendment, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon Borrower or any other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Party, and (d) will not result in the creation or imposition of any Lien on any Property of Borrower or any other Credit Party (other than the Liens created by the Loan Documents).

Due Authorization; No Conflict. The execution, delivery and performance by Parent and Borrower of this Amendment are within ParentBorrower’s or Borrower’s, as applicable, corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder or shareholder action (including, without limitation, any action required to be taken by any class of directors of Parent or the Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment). The execution, delivery and performance by Parent and Borrower of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendment, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon Borrower or any other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Party, and (d) will not result in the creation or imposition of any Lien on any Property of Borrower or any other Credit Party (other than the Liens created by the Loan Documents).

Due Authorization; No Conflict. The execution, delivery and performance by Parent and Borrower such Credit Party of this Amendment are within Parentsuch Credit Party’s or Borrower’s, as applicable, corporate organizational powers and have been duly authorized by all necessary corporate and, if required, stockholder or shareholder action (including, without limitation, any action required to be taken by any class of directors of Parent or Borrower such Credit Party or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment). The execution, delivery and performance by Parent and Borrower such Credit Party of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, Borrower such Credit Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendment, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any such Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon Borrower or any other such Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Credit Party, and (d) will not result in the creation or imposition of any Lien on any Property of Borrower or any other Credit Party (other than the Liens created by the Loan Documents).

Due Authorization; No Conflict. The execution, delivery and performance by Parent and Borrower of this Amendment are within Parentsuch Credit Party’s or Borrower’s, as applicable, corporate organizational powers and have been duly authorized by all necessary corporate and, if required, stockholder or shareholder action (including, without limitation, any action required to be taken by any class of directors of Parent or Borrower such Credit Party or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment). The execution, delivery and performance by Parent and Borrower such Credit Party of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, Borrower such Credit Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendment, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any such Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon Borrower or any other such Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Credit Party, and (d) will not result in the creation or imposition of any Lien on any Property of Borrower or any other Credit Party (other than the Liens created by the Loan Documents).

Due Authorization; No Conflict. The (a) As to each Loan Party, the execution, delivery delivery, and performance by Parent and Borrower such Loan Party of this Amendment are within Parent’s or Borrower’s, as applicable, corporate powers and the Loan Documents to which it is a party have been duly authorized by all necessary corporate andaction on the part of such Loan Party. (b) As to each Loan Party, if requiredthe execution, stockholder delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or shareholder action local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (includingii) conflict with, without limitationresult in a breach of, or constitute (with due notice or lapse of time or both) a default under any action required to be taken by any class of directors of Parent or Borrower Material Contract or any other Person, whether interested material agreement of any Loan Party or disinterested, in order to ensure the due authorization of this Amendment). The execution, delivery and performance by Parent and Borrower of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of Parent, Borrower or any other Person), nor is its Subsidiaries where any such consentconflict, approval, registration, filing breach or other action necessary for default could individually or in the validity or enforceability of this Amendment, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not aggregate reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this AmendmentEffect, (biii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon Borrower or any other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Party, and (d) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of Borrower any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any Material Contract or any other Credit Party (material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the Liens created by case of Material Contracts or other material agreements, for consents or approvals, the Loan Documents).failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect. 4.3

Due Authorization; No Conflict. The execution, delivery and performance by Parent and Borrower of this Amendment Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within Parentthe Borrower’s or Borrower’slimited partnership powers, as applicable, corporate powers and have been duly authorized by all necessary corporate general and limited partner action and, if required, stockholder or shareholder equity owner action (including, without limitation, including any action required to be taken by the General Partner or any class of directors directors, managers or equity holders of Parent or the General Partner, the Borrower or any other Person, whether interested or disinterested, ) in order to ensure the due authorization of this Amendment). The executionAmendment and the transactions contemplated hereby, delivery and performance by Parent and Borrower of this Amendment (ab) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested managers or disinterestedequity holders of the General Partner, of Parent, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this AmendmentAmendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents whichthat, if not made or obtained, would not cause a Default hereunderDefault, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendmentthe Loan Documents, (bc) will not violate any applicable law Governmental Requirement or regulation any Organization Documents of the General Partner, the Borrower or the charterany other Loan Party, by-laws or other organizational documents of any Credit Party or any order of any Governmental Authority, (cd) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon Borrower or any other Credit Party or its PropertiesContract, or give rise to a right thereunder to require any payment to be made by any Credit the Borrower or such Loan Party, and (df) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan Documents).

Due Authorization; No Conflict. The execution, delivery and performance by Parent and Borrower of this Amendment Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within Parentthe Borrower’s or Borrower’slimited liability company powers, as applicable, corporate powers and have been duly authorized by all necessary corporate limited liability company action and, if required, stockholder or shareholder equity owner action (including, without limitation, including any action required to be taken by any class of directors directors, managers or equity holders of Parent or the Borrower or any other Person, whether interested or disinterested, ) in order to ensure the due authorization of this Amendment). The executionAmendment and the transactions contemplated hereby, delivery and performance by Parent and Borrower of this Amendment (ab) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested managers or disinterested, equity holders of Parent, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this AmendmentAmendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents whichthat, if not made or obtained, would not cause a Default hereunderDefault, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendmentthe Loan Documents, (bc) will not violate any applicable law Governmental Requirement or regulation any Organization Documents of the Borrower or the charterany other Loan Party, by-laws or other organizational documents of any Credit Party or any order of any Governmental Authority, (cd) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon Borrower or any other Credit Party or its PropertiesContract, or give rise to a right thereunder to require any payment to be made by any Credit the Borrower or such Loan Party, and (df) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan Documents).

Due Authorization; No Conflict. The execution, delivery and performance by Parent and Borrower of this Amendment Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within Parentthe Borrower’s or Borrower’slimited liability company powers, as applicable, corporate powers and have been duly authorized by all necessary corporate limited liability company action and, if required, stockholder or shareholder equity owner action (including, without limitation, including any action required to be taken by any class of directors directors, managers or equity holders of Parent or the Borrower or any other Person, whether interested or disinterested, ) in order to ensure the due authorization of this Amendment). The executionAmendment and the Transactions contemplated hereby, delivery and performance by Parent and Borrower of this Amendment (ab) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested managers or disinterested, equity holders of Parent, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this AmendmentAmendment or the consummation of the Transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents whichthat, if not made or obtained, would not cause a Default hereunderDefault, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendmentthe Loan Documents, (bc) will not violate any applicable law Governmental Requirement or regulation any Organization Documents of the Borrower or the charterany other Loan Party, by-laws or other organizational documents of any Credit Party or any order of any Governmental Authority, (cd) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon Borrower or any other Credit Party or its PropertiesContract, or give rise to a right thereunder to require any payment to be made by any Credit the Borrower or such Loan Party, and (df) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan Documents).

Due Authorization; No Conflict. The execution, delivery and performance by Parent and Borrower of this Amendment Amendment, and the performance of the Credit Agreement as amended hereby, are within Parentsuch Credit Party’s limited liability company, limited partnership or Borrower’scorporate powers, as applicable, corporate powers and have been duly authorized by all necessary limited liability company, limited partnership or corporate action, as applicable, and, if required, stockholder or shareholder equity owner action (including, without limitation, any action required to be taken by any class of directors of Parent or Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment). The executionAmendment and the transactions contemplated hereby, delivery and performance by Parent and Borrower of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of Parent, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this AmendmentAmendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents whichthat, if not made or obtained, would not cause a Default hereunderor Event of Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendmentthe Loan Documents, (b) will not violate any applicable law Applicable Law or regulation or the charter, by-laws or other any organizational documents of any such Credit Party Party, or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement indenture or other instrument binding upon Borrower or any other agreement regarding Indebtedness of such Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Credit Party, and (d) will not result in the creation or imposition of any Lien on any Property of Borrower or any other such Credit Party (other than the Liens created by the Loan Documents)Party.

Due Authorization; No Conflict. The (i) Subject to entry of the applicable orders of the Bankruptcy Court, the execution, delivery delivery, and performance by Parent and Borrower each Note Party of this Amendment are within Parent’s or Borrower’sAgreement, including the issuance of the Rights Offering Common Stock, Backstop Shares, Put Option Premium Shares, Rights Offering New Second Lien Loans, Backstop New Second Lien Loans and all other agreements to which such Note Party will be a party as applicablecontemplated by this Agreement and the Plan (this Agreement and such other agreements (including any guarantees), corporate powers and collectively, the “Transaction Agreements”) have been duly authorized by all necessary corporate andaction on the part of such Note Party. (ii) Subject to entry of the applicable orders of the Bankruptcy Court, if requiredas to each Note Party, stockholder or shareholder action (including, without limitation, any action required to be taken by any class of directors of Parent or Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment). The execution, delivery delivery, and performance by Parent and Borrower such Note Party of this Amendment (a) the Transaction Agreements to which it is a party do not require and will not (i) violate any consent material provision of federal, state, or approval oflocal law or regulation applicable to any Note Party or its Subsidiaries, registration the governing documents of any Note Party or filing withits Subsidiaries, or any order, judgment, or decree of any court or other action byGovernmental Entity binding on any Note Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Governmental Authority Material Contract of any Note Party or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of Parent, Borrower or any other Person), nor is its Subsidiaries where any such consentconflict, approval, registration, filing breach or other action necessary for default could individually or in the validity or enforceability of this Amendment, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not aggregate reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this AmendmentEffect, (biii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon Borrower or any other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Party, and (d) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of Borrower any Note Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interest of a Note Party or any other Credit Party (approval or consent of any Person under any Material Contract of any Note Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the Liens created case of Material Contracts, for consents or approvals the failure to obtain which could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect. (iii) Subject to the requirements of applicable local laws, each Security Document, when executed and delivered in connection with the issuance of the New Second Lien Loans, will be effective to create in favor of the collateral agent under the New Second Lien Credit Facility for the benefit of itself and the lenders under the New Second Lien Loans a legal, valid and enforceable security interest in the collateral described therein except as enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws affecting the Loan enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealings. Upon completion of the delivery, filing and other actions specified in the relevant Security Documents, the collateral agent under the New Second Lien Credit Facility shall have a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Company and the guarantors thereunder in such collateral (to the extent a security interest in such collateral can be perfected through taking of such actions)., as security for the obligations under the New Second Lien Credit Facility. (c)

Due Authorization; No Conflict. The execution, delivery and performance by Parent the Borrower and Borrower each other Credit Party of this Amendment Waiver (a) are within Parentsuch Credit Party’s limited liability company, limited partnership or Borrower’scorporate powers, as applicable, corporate powers and have been duly authorized by all necessary limited liability company, limited partnership or corporate action, as applicable, and, if required, stockholder or shareholder equity owner action (including, without limitation, any action required to be taken by any class of directors of Parent or Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment). The executionWaiver and the transactions contemplated hereby, delivery and performance by Parent and Borrower of this Amendment (ab) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of Parent, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this AmendmentWaiver or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents whichthat, if not made or obtained, would not cause a Default hereunderor Event of Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendmentthe Loan Documents, (bc) will not violate any applicable law Applicable Law or regulation or the charter, by-laws or other any organizational documents of any such Credit Party Party, or any order of any Governmental Authority, (cd) will not violate or result in a default under any Material Document or any indenture, agreement indenture or other instrument binding upon Borrower or any other agreement regarding Indebtedness of such Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Credit Party, and (de) will not result in the creation or imposition of any Lien on any Property of Borrower or any other such Credit Party (other than the Liens created by the Loan Documents)Party.

Due Authorization; No Conflict. The execution, delivery and performance by Parent and Borrower of this Amendment Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within Parentsuch Credit Party’s limited liability company, limited partnership or Borrower’scorporate powers, as applicable, corporate powers and have been duly authorized by all necessary limited liability company, limited partnership or corporate action, as applicable, and, if required, stockholder or shareholder equity owner action (including, without limitation, any action required to be taken by any class of directors of Parent or Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment). The executionAmendment and the transactions contemplated hereby, delivery and performance by Parent and Borrower of this Amendment (ab) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of Parent, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this AmendmentAmendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents whichthat, if not made or obtained, would not cause a Default hereunderor Event of Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendmentthe Loan Documents, (bc) will not violate any applicable law Applicable Law or regulation or the charter, by-laws or other any organizational documents of any such Credit Party Party, or any order of any Governmental Authority, (cd) will not violate or result in a default under any Material Document or any indenture, agreement indenture or other instrument binding upon Borrower or any other agreement regarding Indebtedness of such Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Credit Party, and (de) will not result in the creation or imposition of any Lien on any Property of Borrower or any other such Credit Party (other than the Liens created by the Loan Documents)Party.