Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow monies hereunder (in the case of Borrowers), and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws, constitution or other organizational documents of any Borrower or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed), indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each 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 (in the case of Borrowers)hereunder, and each Loan Party and each of its Subsidiaries is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower Loan Party and each other Loan Party of this Agreement and its Subsidiaries of each Loan Document to which it is a party, and the borrowings by Borrowers Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party and any of their respective Subsidiaries or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party and any of its Subsidiaries or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder (in and each of the case of Borrowers), 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 the Company of this Agreement and by each Borrower of the Company and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower the Company or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower the Company or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Borrower Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. (a) Each 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 (in the case of Borrowers)under this Agreement, and each Loan 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 each Borrower and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers hereunderBorrower under this Agreement, do not and will not (ai) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which that has been obtained and is in full force and effect), ; (bii) conflict with (iA) any provision of applicable law (including in any Health Care Law)respect that would reasonably be expected to have a Material Adverse Effect, (iiB) the charter, by-laws, constitution organizational documents or other organizational governing documents of any Borrower or any other Loan Party Party, or (iiiC) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument instrument, or other material document, or any judgment, order order, or decree, which that is binding upon any Borrower or any other Loan Party or any of its their respective properties that would 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 or any other Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral DocumentsDocuments or otherwise permitted under the terms of this Agreement).

Authorization; No Conflict. Each (a) Ultimate Holdings and each 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 (in the case of Borrowers)under this Agreement, and Ultimate Holdings and each Loan 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 each Borrower Ultimate Holdings and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers hereundereach Borrower under this Agreement, do not and will not (ai) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which that has been obtained and is in full force and effect), (bii) conflict with (ix) any provision of applicable law (including any Health Care Law)law, (iiy) the charter, by-laws, constitution or other organizational documents or governing documents of Ultimate Holdings and any Borrower or any other Loan Party or Party, of (iiiz) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument instrument, or other material document, or any judgment, order order, or decree, which that is binding upon Ultimate Holdings and any Borrower or any other Loan Party or any of its properties their respective properties, or (ciii) require, or result in, the creation or imposition of any Lien on any asset of any Borrower Ultimate Holdings or any other Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party and each Guarantor is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder (in the case of Borrowers), and each Loan Party and each Guarantor 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 Loan Party and each other Loan Party of this Agreement and Guarantor of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party or Guarantor or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or Guarantor or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party or Guarantor (other than Liens in favor of the Collateral Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Loan Document to which any Loan Party is a party has been executed on behalf of such Loan Party by a legally competent Person duly authorized to do so, the Company is duly authorized to borrow monies hereunder (in the case of Borrowers), and each 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 and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. 55 (a) Each 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 (in the case of Borrowers)under this Agreement, and each Loan 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 each Borrower and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers hereunderBorrower under this Agreement, do not and will not (ai) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which that has been obtained and is in full force and effect), ; (bii) conflict with (iA) any provision of applicable law (including in any Health Care Law)respect that would reasonably be expected to have a Material Adverse Effect, (iiB) the charter, by-laws, constitution organizational documents or other organizational governing documents of any Borrower or any other Loan Party Party, or (iiiC) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument instrument, or other material document, or any judgment, order order, or decree, which that is binding upon any Borrower or any other Loan Party or any of its their respective properties that would 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 or any other Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral DocumentsDocuments or otherwise permitted under the terms of this Agreement).

Authorization; No Conflict. Each The Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, ; the Company is duly authorized to borrow monies hereunder (in and each of the case of Borrowers), 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 each Borrower the Company of this Agreement and by the Company and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower the Company or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower the Company or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Borrower Subsidiary or any other Loan Party (other than Liens in favor of Agent Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder (in the case of Borrowers), and each Loan Party is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The Except as set forth on Schedule 9.2, the execution, delivery and performance by each Borrower and each other Loan Party the Company of this Agreement and by each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Lawthe 1940 Act), (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower the Company or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower the Company or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Borrower Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each 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 (in the case of Borrowers), and each 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 each Borrower and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers each Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Permitted Liens and Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each The Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, party and is duly authorized to borrow monies hereunder (in the case of Borrowers), and is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The execution, delivery and performance by each the Borrower and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any the Borrower or any and each other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any the Borrower or any and each other Loan Party or any of its respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any the Borrower or any other Loan Party (other than Permitted Liens and Liens in favor favour of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder (in and each of the case of Borrowers), 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 the Company of this Agreement and by each Borrower of the Company and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower the Company or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower the Company or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower the Company or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each 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 (in the case of Borrowers)hereunder, and each 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 and each other Loan Party of this Agreement and by each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrowers Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower Loan Party or any other Subsidiary of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each 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 (in the case of Borrowers)hereunder, and each 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 and each other Loan Party of this Agreement and by each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents).