Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filings), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Lender created pursuant to the Collateral Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each to which it is a partyparty memorializing the Related Transactions, Borrower is duly authorized to borrow monies hereunder, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and other than as may be required for the filing lawful conduct of applicable Uniform Commercial Code financing statements the business and properties of Borrower and each other filingsLoan Party), (b) conflict with (i) any provision of applicable lawlaw in any material respect, (ii) the charter, by-laws or other organizational documents of Borrower or any other Loan Party or (iii) any material agreement, indenture, instrument or other document, or any material judgment, order or decree, which is binding upon Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Lender created pursuant to the Collateral Documents) in each case of Documents or which are otherwise permitted by the foregoing clauses (aterms hereof), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Related Agreement to which it is a party, each Borrower is duly authorized to borrow monies hereunder, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower of this Agreement and by each of Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by each Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filingseffect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of any Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Lender Agent created pursuant to the Collateral Documents) ), in each case of the foregoing clauses (a), (bb)(i) and (b)(iii) and (c), except where the failure to do so obtain such consent or approval, such conflict or the creation or imposition of such Lien could not reasonably be expected to result in have a Material Adverse Effect.

Authorization; No Conflict. Each of Borrower the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies hereunder, hereunder and each of Borrower the Company and each other Loan Party is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower the Borrowers of this Agreement and by each of Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower the Borrowers hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filingseffect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of a Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon a Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of a Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Lender created pursuant to the Collateral Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse EffectParty.

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Related Agreement to which it is a party, Borrower is duly authorized to borrow monies hereunder, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filingseffect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Lender created pursuant to the Collateral Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. ‌ Each of Borrower and each other Secured Loan Party is duly authorized to execute and deliver each Loan Document to which it is a partyDocument, each Borrower is duly authorized to borrow monies hereunder, and each of Borrower and each other Secured Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower of this Agreement and by each of Borrower and each other Secured Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower the Borrowers hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority Governmental Authority (other than (i) any consent or approval which has been obtained and is in full force and effect and effect, (ii) the filing of applicable Uniform Commercial Code PPSA financing statements and other filingsrequired filings and (iii) any consent or approval the failure to make or obtain would not reasonably be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of applicable lawApplicable Law, (ii) the charterconstating documents, by-laws or other organizational documents of any Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of their respective properties properties, in each such case of clause (i) or (iii), other than conflicts which would not reasonably be expected to have a Material Adverse Effect, or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Subsidiary Borrower or any other Loan Party (other than Liens in favor of Lender Agent created pursuant to the Collateral Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower hereunder, have been duly authorized by all necessary organizational action and do not and will not (a) require any consent or approval of any governmental agency or authority Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filingseffect), (b) conflict with (i) any provision of applicable lawlaw in any material respect, (ii) the charter, by-laws or other organizational documents of Borrower or any other such Loan Party Party, or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, Material Contract to which is binding upon Borrower or any other such Loan Party or any is a party, except, in the case of their respective properties this clause (iii), as would not reasonably be expected to have a Material Adverse Effect or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Lender created pursuant to the Collateral Documents) in each case of the foregoing clauses (aPermitted Liens), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. Each of the Parent, each Borrower and each other Subsidiary of the Parent which is party to any of the Loan Party Documents (for purposes of this Section 9.2, the Parent, each Borrower and each such Subsidiary is referred to as a “Loan Document Party”) has the power and authority to, and is duly authorized to to, execute and deliver each Loan Document to which it is a party, each Borrower is duly authorized to borrow monies hereunder, hereunder and each of Borrower and each other Loan Document Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each other Loan Document Party of each Loan Document to which it is a party, and the borrowings by Borrower the Borrowers hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filingseffect), (b) conflict with or violate (i) any provision of applicable law, rule or regulation (domestic or foreign), (ii) the charter, by-laws or other organizational documents of Borrower the Parent or any other Loan Party of its Subsidiaries or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Borrower the Parent or any other Loan Party of its Subsidiaries or any of their respective properties except, in the case of this clause (iii), where such conflict or violation could not reasonably be expected to have a Material Adverse Effect or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Subsidiary the Parent or any other Loan Party of its Subsidiaries (other than Liens in favor of Lender the Administrative Agent created pursuant to the Collateral Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Related Agreement to which it is a party, each Borrower is duly authorized to borrow monies hereunder, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower of this Agreement and by each of Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by each Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority or any approval of any Holder of a Loan Party or any approval or consent of any Person under any material agreements of any Loan Party (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filingseffect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of any Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower, any Subsidiary or any other Loan Party and their respective Subsidiaries (other than Liens in favor of Lender Administrative Agent created pursuant to the Collateral Documents) in each case ). The Administrative Agent’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effectlessors under Capital Leases.

Authorization; No Conflict. Each of Borrower Company and each other Loan Note Party and Subsidiary is duly authorized to execute and deliver each Loan Investment Document and each Related Agreement to which it is a party, Borrower such Company is duly authorized to borrow monies hereunder, and each of Borrower Company and each other Loan Note Party and Subsidiary is duly authorized to perform its Obligations under each Loan Investment Document to which it is a party. The execution, delivery and performance by Borrower the Companies of this Agreement and by each of Borrower Company and each other Loan Note Party of each Loan Investment Document to which it is a party, and the borrowings by Borrower the Companies hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filingseffect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of Borrower any Company or any other Loan Note Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Borrower the Companies or any other Loan Note Party or any of their respective properties in such manner which could reasonably be expected to have a Materially Adverse Effect or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrowerthe Companies, any Subsidiary or any other Loan Note Party (other than Liens in favor of Lender Collateral Agent created pursuant to the Collateral Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. Each of (a) The Borrower and each other Loan Credit Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Borrower and each other Credit Party has all powers and all governmental licenses, authorizations, registrations, permits, consents, and approvals required under all applicable laws and required in order to carry on its business as now conducted (collectively, “Permits”), except where the failure to have such Permits could not reasonably be expected to have a Material Adverse Effect and is duly authorized to borrow monies hereunder, and each of the Borrower and each other Loan Credit Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. . (b) The execution, delivery delivery, and performance by Borrower of this Agreement and by each of the Borrower and each other Loan Credit Party of each Loan Document to which it is a party, and the borrowings by the Borrower hereunder, do not and will not (ax) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filingseffect), (by) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents Governing Documents of the Borrower or any such other Loan Credit Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Borrower or any such other Loan Credit Party or any of their its respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrower, any Subsidiary or any such other Loan Credit Party (other than Liens in favor of Lender the Agent created pursuant to the Collateral Documents) ), in each case of the foregoing clauses (ax), (by)(i) and (cy)(iii) and (z), except where the failure to do so obtain such consent or approval, such conflict or the creation or imposition of such L▇▇▇ could not reasonably be expected to result in have a Material Adverse Effect.

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Subordinated Notes Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Subordinated Notes Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each other Loan Party of each Loan Subordinated Notes Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filingseffect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Lender created pursuant to the Collateral Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse EffectParty.

Authorization; No Conflict. Each of Borrower the Companies and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower each of the Companies is duly authorized to borrow monies hereunder, hereunder and each of Borrower the Companies and each other Loan Party is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower each of the Companies of this Agreement and by each of Borrower the Companies and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower the Companies hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filingseffect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of Borrower the Companies or any other Loan Party or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Borrower any of the Companies or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrowerany of the Companies, any Subsidiary or any other Loan Party (other than Liens in favor of Lender the Agent created pursuant to the Collateral Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect and the filing of applicable Uniform Commercial Code financing statements and other filings), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Lender Agent created pursuant to the Collateral Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.