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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents of any such Person; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) 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; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person it is party, and the consummation of the Transactions, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not not: (ai) contravene violate the terms of the Organization Documents any of any such Person’s Organization Documents; (bii) conflict with violate or result in any breach a default or contravention of, or the creation of any Lien under (iA) any material Contractual Obligation to which such Person is a party or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (ciii) violate any Law, except, in each case referred to in clause (b)(ii) or (iii), to the extent such violation or default would not 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) 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; or (c) violate any Law; except in each case referred to in clauses (b) and (c) of this Section 5.02, to the extent such conflict, breach, contravention, creation, payment or violation could not 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents of any such Person; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) any material 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; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Organizational Documents of any such Person; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person it is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material 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; or (c) violate any Law, except with respect of clause (c), to the extent such violation could not 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material 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; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material 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 Property is subject; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by such Company and its Subsidiaries of this Agreement and each Loan Party of each other Loan Document to which such Person is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, action and do not and will not not: (a) contravene the terms of the any of that Person's Organization Documents of any such Person; Documents; (b) conflict with or result in any a material breach or contravention of, or the creation of any Lien under (i) under, any document evidencing any material 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; or or (c) violate any Requirement of Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Credit Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any LawLaw (including, without limitation, Regulation U or Regulation X issued by the FRB).

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party Borrower of each Loan Document to which such Person is party, and the consummation of the TransactionsTransactions to which it is a party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents of any such Person; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Transaction Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any applicable Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than a Permitted Lien) under, (i) 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Transfer Document to which such Person is party, and the consummation of the Transactions, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms violate any of the Organization Documents of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under not permitted by the Loan Documents or violate (i) any material Contractual Obligation to which such Person is a party or by which it or any of its properties 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; or (c) 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, and the consummation of the Transactions, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms violate any of the Organization Documents of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under not permitted by the Loan Documents or violate (i) any material Contractual Obligation to which such Person is a party or by which it or any of its properties 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; or (c) violate any Lawapplicable Law in any material respect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien 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; or (c) violate any Law, except in each case referred to in clauses (b) or (c), to the extent that such contravention or violation could not 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than a Permitted Lien) under, (i) 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; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene violate the terms of the Organization Documents of the General Partner or any such PersonLoan Party; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under other than the Lien created pursuant to the Loan Documents, require any payment to be made under, or violate (i) any Contractual Obligation to which such Person is a party Material Contract 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 Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Transfer Document to which such Person is party, and the consummation of the Transactions, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms violate any of the Organization Documents of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under not permitted by the Loan Documents or violate (i) any material Contractual Obligation to which such Person is a party or by which it or any of its properties 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; or (c) violate any applicable Law, in the case of the Transfer Documents, in any material respect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate corporate, partnership, limited liability company or other organizational action, and do not and will not (ai) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under (iother than Permitted Liens) under, (A) any Contractual Obligation to which such Person is a party or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (ciii) violate any Law, except in each case for such violations which 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 party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material 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; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with in any material respect or result in any material breach or contravention of, or the creation of any material Lien under, or require any payment to be made under (i) 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; or (c) violate any LawLaw applicable to any Loan Party.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party Obligor of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene violate the terms of the Organization Organizational Documents of the General Partner or any such PersonObligor; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under other than the Lien created pursuant to the Loan Documents, require any payment to be made under, or violate (i) any Contractual Obligation to which such Person is a party Material Contract 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.

Authorization; No Contravention. The execution, delivery and performance by the Borrower, CHC and its Subsidiaries of this Agreement and each Loan Party of each other Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not not: (a) contravene the terms of the any of that Person's Organization Documents of any such Person; Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) under, any document evidencing 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; or or (c) violate any Requirement of Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Liens under the Loan Documents) under, (i) 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is partythis Amendment, and the consummation of the Transactionstransactions set forth in this Amendment, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents of any such Person; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) any material 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; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any Contractual Obligation to which such Person is a party (other than the Loan Documents), 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 Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person it is a party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the any of its Organization Documents of any such Person; (b) or conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person it is a party or affecting it or its properties 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 it or its property is subject; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material 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 Property is subject, in each case of clauses (i) and (ii), in any material respects; or (c) violate any LawLaw in any material respect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation Material Contract 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; or (c) violate any Law, in each case under clauses (b)(ii) and (c) in a way that has or could 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, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien 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; or (c) violate any Law, except in each case referred to in clauses (b) or (c), to the extent that such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Note Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any Lawlaw.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is partythis Amendment, and the consummation of the Transactionstransactions contemplated hereby, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents of any such Person; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) any material 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; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents of any such Person; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) any material Contractual Obligation to which such Person is a party or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation or imposition of any Lien upon any assets of any Loan Party other than Permitted Liens; or (d) violate any Lawmaterial Law in any material respect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person it is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any Law, except with respect of clause (c), to the extent such violation could not 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, and the consummation of the Transactions, party have been duly authorized by all necessary corporate corporate, partnership, limited liability company or other organizational action, and do not and will not (ai) contravene the terms of the Organization Documents any of any such Person; ’s Organization Documents, (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under (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 (ciii) violate any Law, except in each case referred to in clause (ii) or (iii) for such violations which 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 the Company of each Loan Document to which such Person the Company is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene violate the terms of any of the Company’s Organization Documents of any such PersonDocuments; (b) conflict with or result in any material breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under (i) any Contractual Obligation to which such Person the Company is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person the Company or its property is subject; or (c) violate any LawLaw in any material respect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Transaction Document to which such Person is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (ai) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (iA) any Contractual Obligation to which such Person is a party or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (ciii) 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, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, action and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) 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, and the consummation of the Transactions, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms violate any of the Organization Documents of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under not permitted by the Loan Documents or violate (i) any material Contractual Obligation to which such Person is a party or by which it or any of its properties 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; or (c) 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, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person; ’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; , in each case except as could not reasonably be expected to have a Material Adverse Effect, or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Bridge Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any LawLaw (except in the case of clauses (b) or (c) where such conflict, breach, contravention or violation could not reasonably be expected to have a Material Adverse Effect).

Authorization; No Contravention. The execution, delivery and performance by the Lessee and each Loan Credit Party of each Loan Document Operative Agreement to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (ai) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (ix) any Contractual Obligation to which such Person is a party or (iiy) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (ciii) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any LawLaw applicable to any Loan Party.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party Borrower of each Loan Document to which such Person it is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the any of such Borrower’s Organization Documents of any such PersonDocuments; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material Contractual Obligation to which such Person Borrower is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person Borrower or its property is subject; or (c) violate any Law.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ax) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (by) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ Writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (cz) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person Loan Party is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) 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, and the consummation of the Transactions, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person; ’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) Material Contract, any Contractual Obligation Lease or any Franchise Agreement to which such Person is a party party, (c) conflict with or (ii) result in any breach or contravention of any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; , or (cd) violate any Law, in each case under clauses (b) through (d) in a way that has or could reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any Law; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any Law; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Liens under the Loan Documents) under, (i) 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party Borrower of each Loan Document to which such Person it is party, and the consummation of the Transactions, have a party has been duly authorized by all necessary corporate or other organizational action, and do not and will does not (a) contravene the terms of the Organization Documents any of any such Person; its Organizational Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person it is a party or affecting it or its Properties, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person it or its property is Properties are subject; , or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any Law, except in each case referred to in clause (b) or (c), to the extent such conflict, breach, contravention, Lien or violation could not 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any LawLaw (except in the case of clauses (b) or (c) where such conflict, breach, contravention or violation could not 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, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (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; or (c) violate any Law, except for such approvals or consents which will be obtained on or before the Closing Date.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party and each Special Guarantor of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the any of such Person's Organization Documents of any such Person(as applicable); (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any LawLaw (including, without limitation, Regulation U or Regulation X issued by the FRB).

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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 Property is subject; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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 propertyProperty is subject; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation Material Contract 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; or (c) violate any Law, in each case under clauses (b)(ii) and (c) in a way that has or could 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 and Related Document to which such Person is party, and the consummation of the Transactions, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party Material Contract 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 Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate corporate, partnership, limited liability company or other organizational action, and do not and will not (ai) contravene the terms of the Organization Documents any of any such Person; ’s Organization Documents, (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under (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 (ciii) violate any Law, except in any case for such violations 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 party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate corporate, partnership, limited liability company or other organizational action, and do not and will not (ai) contravene the terms of the Organization Documents any of any such Person; ’s Organization Documents, (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under (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 (ciii) violate any Law, except in any case for such violations which 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 party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material 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; or (c) violate any Law, other than the form PE-1 referred to in Section 4.02(d).

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or result in or require the creation of any Lien under under, (i) 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; or (c) violate any LawLaw (including, without limitation, Regulation U or Regulation X issued by the FRB).

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Liens securing the Obligations) under, (i) 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; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Liens in favor of the Administrative Agent) under, (i) 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) 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; or (c) violate any LawLaw (including without limitation Regulation U or Regulation X issued by the FRB.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or violate, result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation Material Contract 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 Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Liens incurred under the Loan Documents) under, (i) 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; or (c) violate any LawLaw binding upon the Borrower, except where any such conflict, contravention or violation would not 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 partyof this Amendment (including, and with respect to New Holdings, its performance under the consummation of the TransactionsLoan Agreement), have been duly authorized by all necessary corporate or other organizational action, and do not and will not (ai) contravene the terms of the Organization Documents any of any such Person’s organizational documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (ix) any Contractual Obligation to which such Person is a party or (iiy) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or any of its property is subject; or (ciii) violate any LawLaw binding upon such Person.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Document to which such Person is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organizational Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any Contractual Obligation 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; or (c) violate any Applicable Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate corporate, partnership, limited liability company or other organizational action, and do not and will not (ai) contravene the terms of the Organization Documents any of any such Person; 's Organization Documents, (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under (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 (ciii) violate any Law, except in each case referred to in clause (ii) or (iii) for such violations which 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, action and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's or the MLP's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any Contractual Obligation to which the MLP or 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 subjectsubject where such conflict, breach, contravention or Lien could reasonably be expected to have a Material Adverse Effect; or (c) violate any LawLaw in any material respect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material 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; or (c) violate any material applicable Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) 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; or (c) violate any LawLaw (including without limitation Regulation U or Regulation X issued by the FRB.

Authorization; No Contravention. The execution, delivery delivery, and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not not: (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person is party, and the consummation of the Transactions, 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 the Borrower's Organization Documents of any such PersonDocuments; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Material 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 the Borrower or any of its property Subsidiaries or their respective properties is subject; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Credit Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liens) under, (i) 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 Property is subject; or (c) violate any LawLaw applicable to such Person or its Property.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or result in or require the creation of any Lien under under, (i) 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; or (c) violate any LawLaw (including, without limitation, Regulation U or Regulation X issued by the FRB).

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Liens in favor of the Lender) under, (i) 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; or (c) 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, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material 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; or (c) 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, and the consummation of the Transactions, 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 the Person's Organization Documents of any such PersonDocuments; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) under, any Contractual Obligation to which such the 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; or (c) 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, party and the consummation of the Transactionstransactions described herein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not not: (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) under, any material 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party Borrower of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or (ii) any material order, injunction, writ or decree of any Governmental Authority or any material arbitral award to which such Person or its property is subject; or (c) violate any material Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any Law. No Subsidiary of the Borrower is in breach of any Contractual Obligation, the breach of which could be reasonably 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 is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material 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 subjectsubject in a manner that could reasonably be expected to have a Material Adverse Effect; or (c) violate any LawLaw in any material respect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of this Credit Agreement and of each Loan other Credit Document to which such Person is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or the creation of any Lien under (i) any material 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; or (c) violate any LawLaw (including Regulation U or Regulation X issued by the FRB).

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, action and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s or the MLP’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any Contractual Obligation to which the MLP or 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 subjectsubject where such conflict, breach, contravention or Lien could reasonably be expected to have a Material Adverse Effect; or (c) violate any LawLaw in any material respect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational actionOrganizational Action, and do not and will not (a) contravene the terms of any of the Person's Organization Documents of any such PersonDocuments; (b) conflict with or result in any breach or contravention of, or the creation or imposition of any Lien under (i) under, any Contractual Obligation to which such the 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, except any Liens in favor of the Administrative Agent and the Lenders created by the Loan Documents; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by the Company and its Subsidiaries of this Agreement and each Loan Party of each other Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational organic action, and do not and will not not: (a) contravene the terms of the any of that Person's Organization Documents of any such Person; Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (iother than Permitted Liens) under, any document evidencing any material 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; or or (c) violate any LawRequirement of Law in any material respect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or (ii) any material order, injunction, writ or decree of any Governmental Authority or any material arbitral award to which such Person or its property is subject; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is party, and the consummation of the Transactions, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material 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; or (c) 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, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) violate any Law.. 47345311_9

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ax) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (by) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) any material Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ Writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (cz) violate any Law.. 78

Authorization; No Contravention. The execution, delivery and performance by each Loan Party Borrower of each Loan Document to which such Person is party, and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; or (c) 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, and the consummation of the Transactions, other Transactions have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than a Permitted Lien) under, (i) 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; or (c) violate any Law.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person is party, and the consummation of the Transactions, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents any of any such Person; ’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under under, (i) 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; , in each case except as could not reasonably be expected to have a Material Adverse Effect, or (c) violate any Law.