Common use of Authorization; Non-Contravention Clause in Contracts

Authorization; Non-Contravention. Borrower’s execution, delivery and performance under the Loan Documents and the creation of all Liens provided for in the Security Agreements: (a) are within the corporate power and authority of Borrower; (b) have been duly authorized by all necessary corporate action of Borrower; (c) are not in contravention of (i) any agreement to which Borrower is a party or by which it or its property is bound, (ii) the Charter Documents of Borrower, or (iii) any provision of law applicable to Borrower or its properties, and in the case of each of clauses (i) and (iii), where its contravention could reasonably be expected to have a Material Adverse Effect; (d) do not require the consent or approval of any Governmental Authority or any other Person except for (i) those previously delivered to Administrative Agent, (ii) those third party approvals or consents which, if not made or obtained, could not reasonably be expected to have a Material Adverse Effect or (iii) those that are both (A) identified on Schedule 3.4(d), and (B) routinely granted by the relevant Governmental Authority and expected to be obtained in the ordinary course (the consents and approvals described in the preceding clause (ii) being the “Post-Closing Governmental Consents”); and (e) are legal, valid and binding obligations of Borrower, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles.

Authorization; Non-Contravention. Borrower’s The execution, delivery and performance of Borrower’s obligations under the Loan Documents and the creation of all Liens provided for in the Security Agreementsthose agreements: (a) are within the corporate power and authority of Borrower; (b) have been duly authorized by all necessary corporate action of Borrower; (c) are not in contravention of (i) any agreement or indenture to which Borrower is a party or by which it or its property is boundbound in any respect that would reasonably be expected to have a Material Adverse Effect, (ii) the Charter Documents of Borrower, or (iii) to Borrower’s knowledge any provision of law applicable to such Borrower or its properties, and in the case of each of clauses (i) and (iii), where its contravention could any respect that would reasonably be expected to have a Material Adverse Effect; (d) do not require the consent or approval of any Governmental Authority Authority, or any other Person except for which has not been obtained (i) those previously delivered to Administrative Agent, (ii) those third party approvals or consents which, if is not made or obtained, could not reasonably be expected to have a Material Adverse Effect or (iii) those that are both (A) identified on Schedule 3.4(d), and (B) routinely granted by the relevant Governmental Authority and expected to be obtained in the ordinary course (the consents course) and is described on Schedule 4.4(d)) and a correct and complete copy of each of those approvals described in the preceding clause (ii) being the “Post-Closing Governmental Consents”)has been furnished to Administrative Agent; and (e) are legal, valid and binding obligations of Borrower, enforceable against it such Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles.