Common use of Due Execution and Authorization Clause in Contracts

Due Execution and Authorization. (1) Pledgor is a corporation, duly organized, validly existing and in good standing under the laws of its state of organization. (2) The execution, delivery and performance by Pledgor of the Credit Documents to which it is a party, and the consummation by Pledgor of the transactions contemplated thereby, (i) have been duly authorized by all requisite action of Pledgor and have been duly executed and delivered by Pledgor; (ii) do not violate any provisions of (A) any applicable law except where such violation would not reasonably be expected to have a Material Adverse Effect, (B) any order of any Governmental Authority binding on Pledgor or any of its properties except where such violation would not reasonably be expected to have a Material Adverse Effect, or (C) the bylaws (or any other equivalent governing agreement or document) of Pledgor, or any agreement between Pledgor and its equity owners or among any such equity owners; (iii) are not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which Pledgor is a party, or by which the properties or assets of Pledgor are bound except where such conflict or breach would not reasonably be expected to have a Material Adverse Effect; (iv) except as set forth herein or therein, will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of Pledgor, and (v) except for filings in connection with the perfection of Administrative Agent’s Liens, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person that has not been obtained. (3) This Agreement is a legal and binding obligation of Pledgor and is enforceable in accordance with its terms, except as limited by any Debtor Relief Law relating to the enforcement of creditors’ rights. (4) Pledgor has all requisite power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in the Credit Documents, and is duly qualified to do business in all of the jurisdictions in which the failure to so qualify would reasonably be expected to cause a Material Adverse Effect. Pledgor has all requisite power and authority to execute, deliver and perform the Credit Documents to which it is a party and to consummate the transactions contemplated under the Credit Documents to which it is a party. (5) Pledgor is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor controlled by such an “investment company.”

Due Execution and Authorization. (1) Pledgor is a corporationcorporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its state of organizationformation. (2) The execution, delivery and performance by Pledgor of the Credit Transaction Documents to which it is a party, and the consummation by Pledgor of the transactions contemplated thereby, (i) have been duly authorized by all requisite action of Pledgor and have been duly executed and delivered by Pledgor▇▇▇▇▇▇▇; (ii) do not violate any provisions of (A) any applicable law except where such violation would not reasonably be expected to have a Material Adverse Effectother than potential violations of Federal Cannabis Laws, (B) any order of any Governmental Authority governmental authority binding on Pledgor or any of its properties except where such violation would not reasonably be expected to have a Material Adverse Effectproperties, or (C) the bylaws (or any other equivalent governing agreement or document) of Pledgor, (D) the organizational documents of any of the Pledged Subsidiaries, or (E) any agreement between Pledgor and its equity owners or among any such equity ownersowners or any Pledged Subsidiaries; (iii) are not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement indenture or other instrument material agreement to which Pledgor is a party, or by which the properties or assets of Pledgor are bound except where such conflict or breach would not bound, the effect of which could reasonably be expected to be, have or result in a Material Adverse Effect; (iv) except as set forth herein or therein, will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of Pledgor, and (v) except for filings in connection with the perfection of Administrative AgentLender’s Liens, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority governmental authority or any other Person that has not been obtained, except where the failure to so obtain could not reasonably be expected to be, have or result in a Material Adverse Effect. (3) This Agreement is a legal and binding obligation of Pledgor and is enforceable in accordance with its terms, except (i) as limited by any Debtor Relief Law relating to the general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rightsrights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable laws. (4) Pledgor has all requisite power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in the Credit Transaction Documents, and is duly qualified to do business in all of the jurisdictions in which the failure to so qualify would could reasonably be expected likely to cause have or result in a Material Adverse Effect. Pledgor has all requisite power and authority to execute, deliver and perform the Credit Transaction Documents to which it is a party and to consummate the transactions contemplated under the Credit Transaction Documents to which it is a party. (5) Pledgor is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor controlled by such an “investment company.”

Due Execution and Authorization. (1a) Pledgor Each Guarantor is a corporation, duly organized, validly existing and in good standing under the laws of its state of organization. (2b) The execution, delivery and performance by Pledgor Guarantor of the Credit Loan Documents to which it is a party, and the consummation by Pledgor of the transactions contemplated thereby, party (i) have been duly authorized by all requisite action of Pledgor the Guarantor and have been duly executed and delivered by Pledgor; (ii) do not violate any provisions of (A) any applicable law except where such violation would not reasonably be expected to have a Material Adverse EffectApplicable Law, (B) any order of any Governmental Authority binding on Pledgor Guarantor or any of its properties except where such violation would not reasonably be expected to have a Material Adverse Effectproperties, or (C) the articles of incorporation or bylaws (or any other equivalent governing agreement or document) of PledgorGuarantor, or any agreement between Pledgor Guarantor and its equity owners or among any such equity owners; (iii) are not in conflict with, and do not result in a breach or or, default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which Pledgor Guarantor is a party, or by which the properties or assets of Pledgor Guarantor are bound except where such conflict or breach would not bound, the effect of which could reasonably be expected to be, have or result in a Material Adverse Effect; (iv) except as set forth herein or therein, will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of PledgorGuarantor, and (v) except for filings in connection with the perfection of Administrative Agent’s Liens, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person that has not been obtained, except where the failure to so obtain could not reasonably be expected to be, have or result in a Material Adverse Effect. (3c) This Agreement Guaranty is a legal and binding obligation of Pledgor Guarantor, as applicable, and is enforceable in accordance with its their terms, except as limited by any Debtor Relief Law bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights. (4d) Pledgor Guarantor has all requisite power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in the Credit Loan Documents, as applicable, and Guarantor is duly qualified to do business in all of the jurisdictions in which the failure to so qualify would could reasonably be expected likely to cause have or result in a Material Adverse Effect. Pledgor Guarantor has all requisite power and authority to execute, deliver and perform the Credit Loan Documents to which it is a party and to consummate the transactions contemplated under the Credit Loan Documents to which it is a party. (5e) Pledgor Guarantor is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor controlled by such an “investment company”.”