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 and each to which it is a party 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 lawful conduct of the business and properties of Borrower and each other Loan Party), (b) conflict with (i) any provision of applicable law 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 or which are otherwise permitted by the terms hereof).

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 party memorializing the Related Transactionsparty, 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 than as may be required for the lawful conduct of the business and properties of Borrower and each other Loan Partyfilings), (b) conflict with (i) any provision of applicable law in any material respectlaw, (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 or which are otherwise permitted by Documents) in each case of the terms hereofforegoing 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 the Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each to which it is a party memorializing party, the Related Transactions, Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of the Borrower and each of other Loan Party party thereto, and the 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 the Borrower of this Agreement and by each of the Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Borrower 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 other than as may be required for (ii) recordings and filings in connection with the lawful conduct of Liens granted to the business and properties of Borrower and each other Loan PartyAgent under the Collateral Documents), (b) conflict with (i) any provision of applicable law in any material respectApplicable Law, (ii) the charter, by-laws laws, limited liability company agreement, partnership agreement 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 the Borrower or any other Loan Party (other than Liens in favor of Lender the Agent created pursuant to the Collateral Documents or which are otherwise permitted by the terms hereofDocuments).

Authorization; No Conflict. Each of Borrower and each other Loan Party Subsidiary is (or was, as applicable with respect to Intercompany Debt Documents in effect as of the date hereof) duly authorized to execute and deliver deliver, as applicable, each Loan Document and each Related Agreement to which it is a party memorializing the Related Transactionsparty, 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, and each Subsidiary is duly authorized to perform its Obligations under each Intercompany Debt Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement Agreement, by Borrower of each Loan Document to which it is a party and by each of Borrower and each other Loan Party Subsidiary of each Loan Intercompany Debt Document to which it is a party, and the borrowings by Borrower hereunderhereunder and by each Subsidiary under the Intercompany Debt Documents, 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 lawful conduct of the business and properties of Borrower and each other Loan Partyeffect), (b) conflict with (i) any provision of applicable law in any material respectlaw, (ii) the charter, by-laws or other organizational documents of Borrower or any other Loan Party such Person 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 its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, Borrower or any Subsidiary or any other Loan Party (other than Liens in favor of Lender Agent created pursuant to the Collateral Documents or which are otherwise permitted by and Liens in favor of Borrower created pursuant to the terms hereofIntercompany Debt Documents).

Authorization; No Conflict. Each of Borrower All necessary and appropriate action has been taken by each Loan Party in order to, and each other Loan Party has full power, right and authority, and is duly authorized authorized, to execute and deliver each Loan Document and each to which it is a party 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, and Borrower is duly authorized to borrow monies hereunder. 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 the filing of a Form B amendment pursuant to the Arkansas Insurance Holding Company Regulatory Act which has been previously completed, and any consent or approval which has been obtained and previously obtained, each of which is in full force and effect and other than as may be required for the lawful conduct of the business and properties of Borrower and each other Loan Partyeffect), (b) conflict with (i) any provision of applicable law in any material respectlaw, (ii) the charter, by-laws laws, operating agreement or other organizational documents of Borrower any Loan Party or any other Subsidiary of any Loan Party or (iii) any material agreement, indenture, instrument or other document, or any material judgment, order or decree, which is binding upon Borrower any Loan Party or any other Subsidiary of any Loan Party or any of their respective properties properties, except with respect to (i) and (iii) to the extent such conflict 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 Loan Party or any Subsidiary or of any other Loan Party (other than Liens in favor of Lender created pursuant to the Collateral Documents or which are otherwise permitted by the terms hereofDocuments).

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 and each to which it is a party memorializing the Related Transactionsparty, 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 other than as may be required for the lawful conduct of the business and properties of Borrower and each other Loan Partyeffect), (b) conflict with or violate (i) any provision of applicable law in any material respectlaw, 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 material agreement, indenture, instrument or other document, or any material 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 or which are otherwise permitted by the terms hereofDocuments).

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each agreement memorializing the Required Equity Contributions to which it is a party memorializing the Related Transactionsparty, 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 lawful conduct of the business and properties of Borrower and each other Loan Partyeffect), (b) conflict with (i) any provision of applicable law in any material respectlaw, (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 or which are otherwise permitted by the terms hereofDocuments).

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 party memorializing the Related Transactionsparty, each Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of each Borrower and each of other Loan Party thereto, and each 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 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 other than as may be required for (ii) recordings and filings in connection with the lawful conduct of Liens granted to the business and properties of Borrower and each other Loan PartyAgent under the Collateral Documents), (b) conflict with (i) any provision of applicable law in any material respectApplicable Law, (ii) the charter, by-laws laws, limited liability company agreement, partnership agreement 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 either Borrower or any other Loan Party (other than Liens in favor of Lender the Agent created pursuant to the Collateral Documents or which are otherwise permitted by the terms hereofDocuments).

Authorization; No Conflict. Each of Borrower, Co-Borrower and each other Loan Party Subsidiary is duly authorized to execute and deliver each Loan Document and each agreement memorializing the Related Transactions to which it is a party memorializing the Related Transactions, party; Borrower is and Co-Borrower are duly authorized to borrow monies hereunder; and Borrower, and each of Co-Borrower and each other Loan Party Subsidiary is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower and Co-Borrower of this Agreement and by each of Borrower, Co-Borrower and each other Loan Party Subsidiary of each Loan Document to which it is a party, and the borrowings by Borrower and Co-Borrower hereunder, 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 other than as may be required for the lawful conduct of the business and properties of Borrower and each other Loan Partyeffect), (b) conflict with (i) any provision of applicable law in any material respectlaw, (ii) the charter, by-laws bylaws certificate of formation, articles of organization, limited liability company agreement 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 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 or which are otherwise permitted by the terms hereofDocuments).

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 party memorializing the Related Transactionsparty, 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 than as may be required for the lawful conduct of the business and properties of Borrower and each other Loan Partyfilings), (b) conflict with (i) any provision of applicable law in any material respectlaw, (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 Agent created pursuant to the Collateral Documents or which are otherwise permitted by Documents) in each case of the terms hereofforegoing 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 Subordinated Notes Document and each to which it is a party memorializing the Related Transactionsparty, 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 other than as may be required for the lawful conduct of the business and properties of Borrower and each other Loan Partyeffect), (b) conflict with (i) any provision of applicable law in any material respectlaw, (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 or which are otherwise permitted by the terms hereof)Party.

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 party memorializing party, the Related Transactions, Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of the Borrower and each of other Loan Party party thereto, and the 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 the Borrower of this Agreement and by each of the Borrower and each other Loan Party of each Loan Document to which it the Borrower and such Loan Party, as applicable, is a party, and the borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of of, or registration or filing with or any governmental agency or authority other action by, any Governmental Authority (other than (i) any consent or approval which has been obtained and is in full force and effect and other than as may be required for (ii) recordings and filings in connection with the lawful conduct of Liens granted to the business and properties of Borrower and each other Loan PartyAgent under the Collateral Documents), (b) conflict with (i) any provision of applicable law Applicable Law in any material respect, (ii) the charter, by-laws laws, limited liability company agreement, partnership agreement 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 such Loan Party’s respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Subsidiary the Borrower or any other Loan Party (other than Liens in favor of Lender the Agent created pursuant to the Collateral Documents or which are otherwise permitted by the terms hereofDocuments).

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver this Amendment and each other Loan Document and each to which it is a party memorializing the Related Transactionsparty, each Borrower is duly authorized to borrow monies hereunderthereunder, 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 Amendment 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 hereunderthe Borrowers thereunder, do not and will not (ai) 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 than as may be required for the lawful conduct of the business and properties of Borrower and each other Loan Partyfilings), (bii) conflict with (iA) any provision of applicable law in any material respectlaw, (iiB) the charter, by-laws or other organizational documents of any Borrower or any other Loan Party Party, or (iiiC) any material agreement, indenture, instrument or other document, or any material 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 this clause (C), other than conflicts which would not reasonably be expected to have a Material Adverse Effect, or (ciii) 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 or which are otherwise permitted by the terms hereofDocuments).

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 party memorializing party, the Related Transactions, Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of the Borrower and each of other Loan Party party thereto, and the 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 the Borrower of this Agreement and by each of the Borrower and each other Loan Party of each Loan Document to which it the Borrower and such Loan Party, as applicable, is a party, and the borrowings by the Borrower hereunder, do not and will not (a) require any material consent or approval of of, or registration or filing with or any governmental agency or authority other action by, any Governmental Authority (other than (i) any consent or approval which has been obtained and is in full force and effect and other than as may be required for (ii) recordings and filings in connection with the lawful conduct of Liens granted to the business and properties of Borrower and each other Loan PartyAgent under the Collateral Documents), (b) conflict with (i) any material provision of applicable law in any material respectApplicable Law, (ii) the charter, by-laws laws, limited liability company agreement, partnership agreement or other organizational documents of Borrower or any other Loan Party or (iii) in any material respect, 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 such Loan Party’s respective properties (including, without limitation, any Material Contract) or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Subsidiary the Borrower or any other Loan Party (other than Liens in favor of Lender the Agent created pursuant to the Collateral Documents or which are otherwise permitted by the terms hereofDocuments).

Authorization; No Conflict. Each of the Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each to which it is a party memorializing party, the Related Transactions, Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of the Borrower and each of other Loan Party party thereto, and the 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 the Borrower of this Agreement and by each of the Holders, the Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by the Borrower 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 other than as may be required for (ii) recordings and filings in connection with the lawful conduct of Liens granted to the business and properties of Borrower and each other Loan PartyAgent under the Collateral Documents), (b) conflict with (i) any provision of applicable law in any material respectApplicable Law, (ii) the charter, by-laws laws, limited liability company agreement, partnership agreement 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 the Holders 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 Borrowerthe Holders, any Subsidiary the Borrower or any other Loan Party (other than Liens in favor of Lender the Agent created pursuant to the Collateral Documents or which are otherwise permitted by the terms hereofDocuments).

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute execute, deliver and deliver perform each Loan Document and each to which it is a party memorializing party, the Related Transactions, Borrower Company is duly authorized to borrow monies hereunder, 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, each Loan Party is duly authorized to perform its Obligations under each Gelco Acquisition Document to which it is a party, and each Loan Party is duly authorized to perform its Obligations under each Secondary Offering 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 the Company hereunder, and the execution, delivery and performance by each Loan Party of each of the Gelco Acquisition Documents and each Secondary Offering Document to which it is a party, 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 lawful conduct of the business and properties of Borrower and each other Loan Partyeffect), (b) conflict with (i) any provision of applicable law in any material respectlaw, (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 or which are otherwise permitted by the terms hereof)Party.

Authorization; No Conflict. ‌ Each of Borrower and each other Secured Loan Party is duly authorized to execute and deliver each Loan Document and Document, each to which it is a party memorializing the Related Transactions, 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 effect, (ii) the filing of applicable PPSA financing statements and other than as may required filings and (iii) any consent or approval the failure to make or obtain would not reasonably be required for the lawful conduct of the business and properties of Borrower and each other Loan Partyexpected to have a Material Adverse Effect), (b) conflict with (i) any provision of applicable law in any material respectApplicable Law, (ii) the charterconstating documents, by-laws or other organizational documents of any 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 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 or which are otherwise permitted by the terms hereofDocuments).

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 memorializing the Related Transactionsparty, 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 other than as may be required for the lawful conduct of the business and properties of Borrower and each other Loan Partyeffect), (b) conflict with (i) any provision of applicable law in any material respectlaw, (ii) the charter, by-laws or other organizational documents of any 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 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 or Documents). The Administrative Agent’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens which are otherwise non-consensual Permitted Liens, permitted by purchase money Liens, or the terms hereof)interests of lessors under Capital Leases.