Common use of Due Authorization; No Conflict Clause in Contracts

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Restricted Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (v) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

Due Authorization; No Conflict. (a) As to each Loan Party, the The execution, delivery, and performance by such Loan each Credit Party of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Credit Party. (b) As to each Loan Party, the The execution, delivery, and performance by such Loan each Credit Party of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiariessuch Credit Party, or the Governing Documents of any Loan Party such Credit Party, or its Restricted Subsidiaries, (ii) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectCredit Party, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement contractual obligation of any Loan Party or its Restricted Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse EffectCredit Party, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Loan such Credit Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party such Credit Party’s equityholders or any approval or consent of any Person under any material agreement contractual obligation of any Loan such Credit Party, other than consents or approvals that have been obtained and that are still in force and effect and exceptunless such violation, in the case imposition of material agreements, for consents Lien or approvals, the failure to obtain approval or consent could not individually or in the aggregate reasonably be expected to cause result in a Material Adverse EffectChange. (c) Other than the filing of financing statements, the execution, delivery, and performance by each Credit Party of this Agreement and the other Loan Documents to which each such Credit Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) This Agreement and the other Loan Documents to which each Credit Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Credit Party will be the legally valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Agent’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens and the Intercreditor Agreement.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents (and the Asset Purchase Agreement) to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents (and the Asset Purchase Agreement) to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any Loan Party or its Restricted Subsidiaries where except to the extent that any such conflict, breach or default has been waived or could not individually or in the aggregate reasonably be expected to have cause a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party Party’s interest holders or any approval or consent of any Person under any material agreement Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsMaterial Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectChange.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement and the other Loan Documents to which it is a party and the transactions contemplated hereby and thereby are within the corporate (or the equivalent) authority of such Loan Party and have been duly authorized by all necessary corporate or other organization action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law local, statute, law, rule or regulation applicable to any such Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate any order, judgment, decree, writ, injunction, license or decree permit of any court or other Governmental Authority binding on such Loan Party, (ii) violate any provision of the Governing Documents of such Loan Party or its Restricted Subsidiaries where require any approval of such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectLoan Party’s interest holder, (iii) conflict with, result in a breach or termination of, or constitute (with due notice or lapse of time or both) a default under any material agreement contractual obligation of any such Loan Party or its Restricted Subsidiaries where any Party, unless such conflict, breach breach, termination or default could individually or in the aggregate not reasonably be expected to have cause a Material Adverse EffectChange, (iv) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Loan Party, other than Permitted Liens, or (v) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement contractual obligation of any such Loan Party, other than (x) consents or approvals that have been obtained and that are still in force and effect and (y) consents or approvals the failure to obtain which could not reasonably be expected to have a Material Adverse Change. (c) Other than the filing of Uniform Commercial Code financing statements and the PPSA financing statements, the execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which such Loan Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect effect. (d) As to each Loan Party, this Agreement and exceptthe other Loan Documents to which such Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Loan Party will be the legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in the case accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance laws, fraudulent transfer laws or similar laws relating to or limiting creditors’ rights generally and general principles of material agreementsequity. (e) Agent’s Liens are validly created, for consents or approvalsperfected and first priority Liens, the failure subject only to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectPermitted Liens.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it each, individually or collectively, is a party do not and will not (i) violate any material provision of any foreign or domestic federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any Loan Party or its Restricted Subsidiaries where except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party Party’s interestholders or any approval or consent of any Person under any material agreement Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsMaterial Contracts, for consents or approvals, the failure to obtain which could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectChange. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary organizational action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any such Loan Party or its Restricted SubsidiariesParty, or the Governing Documents of any such Loan Party Party, or its Restricted Subsidiaries, (ii) violate any order, judgment, or decree of any court or other Governmental Authority binding on any such Loan Party or its Restricted Subsidiaries where except to the extent that any such violation, order, judgment, or decree violation could not individually or in the aggregate reasonably be expected to have a Material Adverse EffectChange, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any such Loan Party or its Restricted Subsidiaries where except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any such Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a such Loan Party Party’s interestholders or any approval or consent of any Person under any material agreement Material Contract of any such Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsMaterial Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectChange. (c) As to each Loan Party, the conversion of Existing Advances into Advances and the incurrence of Advances, the issuance or renewal of each Letter of Credit, and the conversion of the Existing Term Loan into the Term Loan does not conflict with, result in a breach of, or constitute a default under any Senior Secured Notes Document.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under (A) the 2015 Note Purchase Documents, the Treximet Note Purchase Documents, any material agreement other Material Debt Documents or any Patent Licenses applicable to any Eligible Inventory or (B) any other Material Contract, except to the extent for purposes of any Loan Party or its Restricted Subsidiaries where this clause (B), any such conflict, breach or default (1) could not individually or in the aggregate reasonably be expected to have a Material Adverse EffectEffect and (2) does not prohibit or give rise to an event of default if such Material Contract or the rights therein are pledged, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectEffect or (v) or materially adversely affect any Health Care Permit.

Due Authorization; No Conflict. (ai) As to each Loan PartyBorrower, the execution, delivery, execution and delivery by such Borrower of this Amendment and the performance by such Loan Party Borrower of the Loan Documents to which it is a party Amended Credit Agreement have been duly authorized by all necessary action on the part of such Loan PartyBorrower. (bii) As to each Loan PartyBorrower, the execution, deliveryexecution and delivery by such Borrower of this Amendment, and the performance by such Loan Party Borrower of the Loan Documents to which it is a party Amended Credit Agreement do not and will not (i) violate any material provision of federal, state, provincial or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any Loan Party or its Restricted Subsidiaries where except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party Party’s interest holders or any approval or consent of any Person under any material agreement Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsMaterial Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectChange.

Due Authorization; No Conflict. (a) As to each Loan Party, the The execution, delivery, and performance by such Loan each Credit Party of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Credit Party. (b) As to each Loan Party, the The execution, delivery, and performance by such Loan each Credit Party of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiariessuch Credit Party, or the Governing Documents of any Loan Party such Credit Party, or its Restricted Subsidiaries, (ii) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectCredit Party, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement contractual obligation of any Loan Party or its Restricted Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse EffectCredit Party, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Loan such Credit Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party such Credit Party’s equityholders or any approval or consent of any Person under any material agreement contractual obligation of any Loan such Credit Party, other than consents or approvals that have been obtained and that are still in force and effect and exceptunless such violation, in the case imposition of material agreements, for consents Lien or approvals, the failure to obtain approval or consent could not individually or in the aggregate reasonably be expected to cause result in a Material Adverse EffectChange. (c) Other than the filing of financing statements, the execution, delivery, and performance by each Credit Party of this Agreement and the other Loan Documents to which each such Credit Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) This Agreement and the other Loan Documents to which each Credit Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Credit Party will be the legally valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Agent’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens having priority by operation of applicable Law.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, subject to the grant of the DIP Orders, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, provincial or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court court, including a Bankruptcy Court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract (other than defaults, the enforcement of which will be stayed by virtue of the filing of the Proceedings) of any Loan Party or its Restricted Subsidiaries where except to the extent that any such conflict, breach or default could not, individually or in the aggregate aggregate, reasonably be expected to have a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party Party’s interestholders or any approval or consent of any Person under any material agreement Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsMaterial Contracts, for consents or approvals, of which the failure to obtain could not not, individually or in the aggregate aggregate, reasonably be expected to cause result in a Material Adverse EffectChange.

Due Authorization; No Conflict. Subject to entry of the Interim Financing Order (a) As or the Final Financing Order, when applicable), as to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. . Subject to entry of the Interim Financing Order (b) As or the Final Financing Order, when applicable), as to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, provincial, or local law or regulation applicable to any Loan Party or its the Restricted Subsidiaries, or the Governing Documents of any Loan Party or its the Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its the Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any Loan Party or its the Restricted Subsidiaries where (other than prepetition contracts solely of the Company (and no other Loan Party or Restricted Subsidiary) if the enforcement of such agreement by the counterparty is stayed) except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have result in a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party Party’s interest holders or any approval or consent of any Person under any material agreement Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, except where the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectChange.

Due Authorization; No Conflict. (ai) As to each Loan Party, The execution and delivery by Borrower of this Amendment and the execution, delivery, and performance by such Loan Party Borrower of the Amended Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan PartyBorrower. (bii) As to each Loan Party, the execution, deliveryThe execution and delivery by Borrower of this Amendment, and the performance by such Loan Party Borrower of the Amended Loan Documents to which it is a party do not and will not (ia) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party Borrower or its Restricted Subsidiaries, or the Governing Documents of any Loan Party Borrower or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party Borrower or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiib) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party Borrower or its Restricted Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (ivc) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan PartyBorrower or its Subsidiaries, other than Permitted Liens, or (vd) require any approval of any holder of Equity Interests of a Loan Party Borrower or any approval or consent of any Person under any material agreement of any Loan PartyBorrower, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

Due Authorization; No Conflict. (ai) As to each Loan PartyBorrower and its Subsidiaries, the execution, delivery, and performance by such Loan Party Borrower and its Subsidiaries of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan PartyBorrower and its Subsidiaries. (bii) As to each Loan PartyBorrower and its Subsidiaries, the execution, delivery, and performance by such Loan Party Borrower and its Subsidiaries of the Loan Documents to which it is a party do not and will not (iA) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party Borrower or its Restricted Subsidiaries, or the Governing Documents of any Loan Party Borrower or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party Borrower or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiB) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party Borrower or its Restricted Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (ivC) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of Borrower or any Loan Partyof its Subsidiaries, other than Permitted Liens, or (vD) require any approval of any holder of any Equity Interests Interest of a Loan Party Borrower or any approval or consent of any Person under any material agreement of Servicer or any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party where any such violation could individually or its Restricted Subsidiariesin the aggregate reasonably be expected to have a Material Adverse Effect, or (ii) violate the Governing Documents of any Loan Party or its Restricted SubsidiariesParty, (iiiii) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree violation could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iiiiv) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement (including, without limitation, the ABL Loan Documents and the Notes Indenture Agreement) of any Loan Party or its Restricted Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (ivv) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (vvi) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

Due Authorization; No Conflict. (a) As Subject to entry of the Interim Financing Order (or the Final Financing Order, when applicable), as to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As Subject to entry of the Interim Financing Order (or the Final Financing Order, when applicable), as to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, provincial, or local law or regulation applicable to any Loan Party or its the Restricted Subsidiaries, or the Governing Documents of any Loan Party or its the Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its the Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any Loan Party or its the Restricted Subsidiaries where (other than prepetition contracts solely of the Company (and no other Loan Party or Restricted Subsidiary) if the enforcement of such agreement by the counterparty is stayed) except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have result in a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party Party’s interest holders or any approval or consent of any Person under any material agreement Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, except where the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectChange.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation Requirements of Law applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under (A) the Senior Secured Indenture or any material agreement other Material Debt Documents or (B) any other Material Contract of any Loan Party or its Restricted Subsidiaries where Subsidiary, except to the extent for purposes of this clause (B), any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, Party other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement Material Contract of any Loan PartyParty or Subsidiary, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsany Material Contract (other than the debt documents referred to in subclause (ii)(A) above), for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectEffect or (v) or materially adversely affect any material Health Care Permit.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary organizational action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree violation could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (ii) violate the Governing Documents of any Loan Party or its Subsidiaries, (iii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Restricted Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iv) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under the Existing Headquarters Debt Facility or the Preferred Shares Documents, (v) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (vvi) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

Due Authorization; No Conflict. (a) As to each Loan Party, the The execution, delivery, and performance by such Loan Party the Company of this Agreement and the Loan Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Partythe Company. (b) As to each Loan Party, the The execution, delivery, and performance by such Loan Party the Company of this Agreement and the Loan other Transaction Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiariesthe Group Members, or except where such violation contemplated in this clause (ii) would not reasonably be expected to have a material adverse effect on the Governing Documents of any Loan Party or its Restricted SubsidiariesGroup Members on a consolidated basis, (ii) violate the Governing Documents of the Group Members, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectGroup Members, (iii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Contractual Obligation set forth on Schedule 5.2(b), (iv) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Loan Party or its Restricted Subsidiaries other Contractual Obligation of the Group Members, except where any such conflict, breach or default could individually or contemplated in the aggregate this clause (iv) would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Group Members on a consolidated basis, (ivv) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Loan Party, other than Permitted Liens, Group Member or (vvi) require any approval of any holder of Equity Interests of a Loan Party Group Member’s interestholders or any approval or consent of any Person under any material agreement Contractual Obligation set forth on Schedule 5.2(b), or (vii) require any approval of any Loan PartyGroup Member’s interestholders or any approval or consent of any Person under any other Contractual Obligation of any Group Member, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, except where the failure to obtain could approval contemplated by this clause (vii) would not individually or in the aggregate reasonably be expected to cause have a Material Adverse Effectmaterial adverse effect on the Group Members on a consolidated basis. (c) Other than the filing of a Form D with the SEC pursuant to the Securities Act and a Listing of Additional Shares Notification Form with NASDAQ in the time and manner required thereby, the execution, delivery, and performance by the Company of this Agreement and the other Transaction Documents do not and will not require any registration or filing with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, except where the failure to obtain, perform or provide such registration, filing, consent, approval, notice or other action would not reasonably be expected to have a material adverse effect on the Group Members on a consolidated basis. (d) This Agreement and the other Transaction Documents, and all other documents contemplated hereby and thereby, when executed and delivered by the Company will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) Any Taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement and the other Transaction Documents or the execution, delivery and sale of the Securities have been or will be paid on or prior to the Closing Date.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party party, and the borrowing of the Loans hereunder, have been duly authorized by all necessary action on the part of such Loan Party. (b) . As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party party, and the borrowing of the Loans hereunder, do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any Loan Party or its Restricted Subsidiaries where except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Collateral Liens or Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party Party’s interestholders or any approval or consent of any Person under any material agreement Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and 2316 1021245.081077953.04A-CHISR02A - MSW effect and except, in the case of material agreementsMaterial Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectChange.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents and the MDT Acquisition Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents and the MDT Acquisition Documents to which it is a party do not and will not (i) (A) except for Excluded Liabilities, violate any material provision of federal, 5247034v8 state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where (other than an Excluded Subsidiary) or (B) the Governing Documents of any such violation, order, judgment, Loan Party or decree could individually or in the aggregate reasonably be expected to have a Material Adverse Effectits Subsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any Loan Party or its Restricted Subsidiaries where except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party Party’s interest holders or any approval or consent of any Person under any material agreement Material Contract (excluding any MDT Acquired Assets) of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsMaterial Contracts (excluding any MDT Acquired Assets), for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectChange.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any Loan Party or its Restricted Subsidiaries where except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party Party's interestholders or any approval or consent of any Person under any material agreement Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsMaterial Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectChange. (c) As to each Loan Party, at the time of initial incurrence thereof, the incurrence of each Advance and the issuance or renewal of each Letter of Credit (i) does not conflict with, result in a breach of, or constitute a default under any Senior Secured Notes Document; and (ii) is permitted under Section 4.09(c)(i) of the Senior Notes Indenture. (d) As to each Loan Party, at the time of initial incurrence thereof, the incurrence of each Advance and the issuance or renewal of each Letter of Credit (i) does not conflict with, result in a breach of, or constitute a default under any Junior Notes Document; and (ii) is permitted under Section 4.09(c)(i) of the Junior Notes Indenture.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation Requirements of Law applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under (A) the 2015 Note Purchase Documents, the 2017 Note Purchase Documents, the Treximet Note Purchase Documents, the 2017 Term Facility Documents, any material agreement other Material Debt Documents or any Patent Licenses applicable to any Eligible Inventory or (B) any other Material Contract of any Loan Party or its Restricted Subsidiaries where Subsidiary, except to the extent for purposes of this clause (B), any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Collateral Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement Material Contract of any Loan PartyParty or Subsidiary, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsany Material Contract (other than the debt documents referred to in subclause (ii)(A) above), for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectEffect or (v) or materially adversely affect any Health Care Permit.

Due Authorization; No Conflict. (a) As to each Loan PartyParty and Holdings, the execution, delivery, and performance by such Loan Party or Holdings of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan PartyParty or Holdings, as applicable. (b) As to each Loan PartyParty and Holdings, the execution, delivery, and performance by such Loan Party or Holdings of the Loan Documents to which it is a party do not and will not (i) violate (A) any material provision of federal, state, provincial or local law or regulation applicable to Holdings, any Loan Party or its Restricted SubsidiariesSubsidiaries where such violation would reasonably be expected to have a Material Adverse Effect, or (B) the Governing Documents of any Loan Party or its Restricted SubsidiariesHoldings, or (iiC) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries Holdings where any such violation, order, judgment, or decree could individually or in the aggregate violation would reasonably be expected to have a Material Adverse Effect, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default (A) under any material agreement of any Loan Party or its Restricted Subsidiaries Intermediation Facility where any such conflict, breach or default could individually or in the aggregate would reasonably be expected to have a Material Adverse EffectEffect or (B) under any ABL Document of any Loan Party or its Restricted Subsidiaries, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement Intermediation Facility or ABL Document of any Loan PartyParty or Restricted Subsidiary, other than consents or approvals that have been obtained and that are still in force and effect effect. (c) No Default or Event of Default has occurred and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effectis continuing.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violationviolation would, order, judgment, or decree could individually or in the aggregate aggregate, reasonably be expected to have a Material Adverse Effect, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under the Term Loan Agreement or any material agreement other Material Contract of any Loan Party or its Restricted Subsidiaries where any such conflict, breach or default could would individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could would not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation Requirements of Law applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under (A) 2015 Note Purchase Documents, the 2017 Note Purchase Documents, the Treximet Note Purchase Documents, the ABL Loan Documents or any material agreement other Material Debt Documents or (B) any other Material Contract, except to the extent for purposes of any Loan Party or its Restricted Subsidiaries where this clause (B), any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Collateral Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement Material Contract of any Loan PartyParty or any Subsidiary, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsany Material Contract (other than the debt documents referred to in subclause (ii)(A) above), for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectEffect or (v) or materially adversely affect any Health Care Permit.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any Loan Party or its Restricted Subsidiaries Subsidiaries, the Preferred Equity Documents, the Permitted Convertible Notes, or the Permitted Subordinated Notes, where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement Material Contract of any Loan Party, the Preferred Equity Documents, the Permitted Convertible Notes, or the Permitted Subordinated Notes, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsMaterial Contracts, the Preferred Equity Documents, the Permitted Convertible Notes, and the Permitted Subordinated Notes, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party party, and the borrowing of the Loans hereunder, have been duly authorized by all necessary action on the part of such Loan Party. (b) . As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party party, and the borrowing of the Loans hereunder, do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, or the Governing Documents of any Loan Party or its Restricted Subsidiaries, (ii) violate or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree could individually or in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries, (iiiii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement Material Contract of any Loan Party or its Restricted Subsidiaries where except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse EffectChange, (iviii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Collateral Liens or Permitted Liens, or (viv) require any approval of any holder of Equity Interests of a Loan Party Party’s interestholders or any approval or consent of any Person under any material agreement Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreementsMaterial Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse EffectChange.

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party where any such violation could individually or its Restricted Subsidiariesin the aggregate reasonably be expected to have a Material Adverse Effect, or (ii) violate the Governing Documents of any Loan Party or its Restricted SubsidiariesParty, (iiiii) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries where any such violation, order, judgment, or decree violation could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iiiiv) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement (including, without limitation, the Term Loan Documents and the Notes Indenture Agreement) of any Loan Party or its Restricted Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (ivv) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (vvi) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.