Common use of Corporate and Governmental Authorization; No Contravention Clause in Contracts

Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower and each Subsidiary Guarantor of the Financing Documents to which it is a party, its performance of its obligations thereunder and, with respect to the Borrower, its Borrowings hereunder, are within its corporate or other powers, have been duly authorized by all necessary corporate or other action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than filings necessary to perfect the Liens created by the Collateral Documents) and do not contravene, or constitute a default under, any Applicable Laws or any provision of its Organizational Documents, or of any agreement or other instrument binding upon it or result in or require the imposition of any Lien (other than the Liens created by the Collateral Documents) on any of its assets.

Corporate and Governmental Authorization; No Contravention. The execution Borrower’s incurrence of Debt hereunder, and the execution, delivery and performance by the Borrower and of each Subsidiary Guarantor of the Financing Documents Loan Document to which it the Borrower is a party, its performance (a) are within the organizational powers of its obligations thereunder and, with respect to the Borrower, its Borrowings hereunder, are within its corporate or other powers, (b) have been duly authorized by all necessary corporate or other organizational action, (c) require no action by or in respect of, or filing with, any governmental body, agency or official Governmental Authority (other than filings necessary except such as has been obtained and any reports required to perfect the Liens created be filed by the Collateral DocumentsBorrower with the SEC), (d) and do not contravene, or constitute a default under, any Applicable Laws or (i) any provision of its Organizational Documents, applicable law or regulation or of any agreement Organization Documents of the Borrower or (ii) any material agreement, judgment, injunction, order, decree or other instrument binding upon it the such Person, or result in the creation or require the imposition of any Lien (other than the Liens created by the Collateral Documents) on any asset of such Person or any of its assetsSubsidiaries that is not permitted hereunder.

Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower and each Subsidiary Guarantor of the Financing Documents to which it is a party, its performance of its obligations thereunder and, with respect to the Borrower, its Borrowings borrowings hereunder, are within its corporate or other powers, have been duly authorized by all necessary corporate or other action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than filings necessary to perfect the Liens created by the Collateral Documents) and do not contravene, or constitute a default under, any Applicable Laws or any provision of its Organizational Documents, or of any agreement or other instrument binding upon it or result in or require the imposition of any Lien (other than the Liens created by the Collateral Documents) on any of its assets.

Corporate and Governmental Authorization; No Contravention. The execution execution, delivery and delivery performance by the Borrower of this Agreement, and each Subsidiary Guarantor the consummation by the Borrower of the Financing Documents to which it is a party, its performance of its obligations thereunder and, with respect to the Borrower, its Borrowings hereunderother Transactions, are within its corporate or other powers, have been (or, in the case of such other Transactions, will by the Closing Date have been) duly authorized by all necessary corporate or other action, require no action by or in respect of, or advance filing with, any governmental body, agency or official (other than actions or filings necessary to perfect the Liens created by the Collateral Documentsthat have been, or will when required have been, taken or made) and do not contravene, or constitute a default under, any Applicable Laws or (i) any provision of its Organizational Documentsthe certificate of incorporation or by-laws of the Borrower, (ii) any applicable law or regulation or any judgment, injunction, order or decree binding upon the Borrower, or of (iii) any material financial agreement or other instrument binding upon it or result in or require of the imposition of any Lien (other than the Liens created by the Collateral Documents) on any of its assetsBorrower.

Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower and each Subsidiary Guarantor Vencor Company of the Financing Documents to which it is a party, party and its performance of its obligations thereunder and, with respect to the Borrower, its Borrowings hereunder, are within its corporate or other partnership powers, have been duly authorized by all necessary corporate or other partnership action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than filings necessary except such as shall have been made at or prior to perfect the Liens created time required by the Collateral Financing Documents and shall be in full force and effect on and after the date when made to the extent required by the Financing Documents) and do not contravene, or constitute a default under, any Applicable Laws or any provision of applicable law or regulation or of its Organizational DocumentsCharter Documents or partnership agreement, as the case may be, or of any agreement agreement, judgment, injunction, order, decree or other instrument binding upon it or result in or require the imposition of any Lien (other than the Liens created by the Collateral Documents) on any of its assets.

Corporate and Governmental Authorization; No Contravention. The execution execution, delivery and delivery performance by the Borrower Company of this Agreement and each Subsidiary Guarantor of the Financing Documents to which it is a party, its performance of its obligations thereunder and, with respect to the Borrower, its Borrowings hereunder, Notes are within its the Company's corporate or other powers, have been duly authorized by all necessary corporate or other action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than filings necessary to perfect disclosure, if any, thereof, and filing, if any, of a copy hereof with the Liens created Securities and Exchange Commission, required by the Collateral DocumentsSecurities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended) and do not contravene, or constitute a default under, any Applicable Laws or any provision of its Organizational Documents, applicable law or regulation or of the certificate of incorporation or by-laws of the Company or of any agreement agreement, judgment, injunction, order, decree or other instrument binding upon it the Company or result in the creation or require the imposition of any Lien (other than on any asset of the Liens created by the Collateral Documents) on Company or any of its assetsSubsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower and each Subsidiary Guarantor Vencor Company of the Financing Documents to which it is a party, party and its performance of its obligations thereunder and, with respect to the Borrower, its Borrowings hereunder, are within its corporate or other powers, have been duly authorized by all necessary corporate or other action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than filings necessary to perfect except such as shall have been made at or before the Liens created time required by the Collateral Financing Documents and shall be in full force and effect on and after the date when made to the extent required by the Financing Documents) and do not contravene, or constitute a default under, any Applicable Laws provision of applicable law or any provision regulation or of its Organizational Documents, or of any agreement agreement, judgment, injunction, order, decree or other instrument binding upon it or result in or require the imposition of any Lien (other than the Liens created by the Collateral Documents) on any of its assets.

Corporate and Governmental Authorization; No Contravention. The execution execution, delivery and delivery performance by the Borrower and each Subsidiary Guarantor its Subsidiaries of this Agreement, the Financing Security Documents and the Notes to which it each of them is a party, its performance of its obligations thereunder and, with respect to party are within the Borrower, 's and its Borrowings hereunder, are within its Subsidiaries' powers (corporate or other powersotherwise), have been duly authorized by all necessary action (corporate or other actionotherwise), require no action by or in respect of, or filing with, any governmental body, agency or official (other than except such filings as may be necessary to perfect the Liens created by of the Collateral Security Documents) and do not contravene, or constitute a default under, any Applicable Laws provision of applicable law or regulation or of the certificate of incorporation or by-laws or other constating documents of the Borrower or any provision of its Organizational Documents, Subsidiary or of any agreement agreement, judgment, injunction, order, decree or other instrument binding upon it or any Subsidiary, or result in the creation or require the imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other than the Liens created by the Collateral Security Documents) on any of its assets).