Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, the grant to Lender of the security interest in the Collateral and the Inventory Collateral, in all cases as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, and, the Borrowings hereunder and the execution, delivery and performance of any notes evidencing any of the Loans hereunder, (i) have been duly authorized by all necessary corporate action on the part of Borrower, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to Borrower or any of its properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, or any other organizational document of, or any provision of any material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which Borrower is a party or by which Borrower or any of its properties or assets are bound or to which Borrower is subject, (iv) upon execution and delivery of the Intercreditor Agreement by the parties thereto, will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such indenture, agreement, bond, note, mortgage, deed of trust, or other instrument and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Borrower other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. The Except as set forth in Schedule 3.2 hereto, the execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party and by the Borrower’s general partner, Ventas, on behalf of the Borrower, the grant to Lender the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Inventory Collateral, in all cases Mortgaged Properties as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit Party and by the Borrower’s general partner, Ventas, on behalf of the Borrower, and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of any the notes evidencing any of the Loans hereunderhereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary company, partnership or corporate (as applicable) action on the part of Borrowereach such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to Borrower such Credit Party or any of its respective properties or assets, (iii) will not violate any provision of the Certificate certificate of Incorporationincorporation, By-Lawsbylaws, partnership agreement, limited liability company agreement, articles of organization or any other organizational document ofof any Credit Party or any Subsidiary of a Credit Party, or any provision of any material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which Borrower such Credit Party is a party or by which Borrower such Credit Party or any of its respective properties or assets are bound or to which Borrower such Credit Party is subject, (iv) upon execution and delivery of the Intercreditor Agreement by the parties thereto, will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such indenture, agreement, bond, note, mortgage, deed of trust, or other instrument instrument, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature Lien whatsoever upon any of the properties or assets of Borrower any of the Credit Parties or any Subsidiary of a Credit Party other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. (a) The execution, -------------------------- delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, the grant to Lender of the security interest in the Collateral party and the Inventory Collateral, in all cases as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, and, the Borrowings hereunder and the execution, execution and delivery and performance of any notes evidencing any of the Loans hereunderNotes and the grant to the Administrative Agent for the benefit of itself, the Fronting Bank and the Lenders and the Collateral as contemplated by Article 8 hereof and in the other Fundamental Documents (i) have been duly authorized by all necessary corporate action on the part of Borrowerthe Borrower and/or its Certificate Holders, (ii) will not constitute a violation by the Borrower of any provision of Applicable Law or any order of any Governmental Authority court or other agency of the United States or any state thereof applicable to the Borrower or any of its properties or assets, (iii) will not violate any provision of the Trust Agreement or the Certificate of Incorporation, By-Laws, or any other organizational document ofTrust of the Borrower, or any provision of the Distribution Agreement or any material indenture, agreement, bond, note, mortgage, deed of trust, note or other similar instrument to which the Borrower is a party or by which the Borrower or any of its properties or assets are bound or to which Borrower is subjectbound, (iv) upon execution and delivery of the Intercreditor Agreement by the parties thereto, will not be in conflict with, result in a breach of, of or constitute (with due notice or lapse of time or both) a default under, under or create any right to terminate, terminate the Distribution Agreement or any such indenture, agreement, bond, note, mortgage, deed of trust, note or other instrument and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Borrower other than pursuant to the documents related to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to Lender the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Group Lenders of the security interest in the Collateral and the Inventory Collateral, in all cases Pledged Securities as contemplated herein and by this Credit Agreement and the other Fundamental Documents to which it is or will be a partyand, andin the case of the Borrowers, the Borrowings hereunder and the execution, delivery and performance of any notes evidencing any the Notes and, in the case of each Guarantor, the guaranty of the Loans hereunderObligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of Borrowereach such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to Borrower such Credit Party, or any of its properties or assetsassets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document ofof any Credit Party, or (iv) will not violate any provision of any material Distribution Agreement, indenture, agreement, bond, note, mortgage, deed of trust, note or other similar instrument to which Borrower such Credit Party is a party or by which Borrower such Credit Party or any of its properties or assets are bound or to which Borrower is subjectin any material respect, (ivv) upon execution and delivery of the Intercreditor Agreement by the parties thereto, will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a material default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note, mortgage, deed of trust, note or other instrument instrument, and (vvi) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Borrower any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.