Common use of Authorization; No Contravention Clause in Contracts

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law, except in any case for clauses (b) and (c) where such violations would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization its Organizational Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries Subsidiary or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or any Subsidiary or its property is subject; subject or (c) violate any Applicable Law, except except, in any the case for of the preceding clauses (b) and (c) where such violations would ), any conflict, breach, contravention, creation or violation, in any case, that could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it such Person is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; subject or (c) violate any Law, except in any each case for clauses referred to in clause (b) and or (c) where ), to the extent that such violations would not reasonably be expected to haveconflict, breach, contravention, Lien, payment or violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have has been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law. The Borrower and each of its Subsidiaries are in compliance with all Contractual Obligations referred to in clause (b)(i), except in any case for clauses (b) and (c) where such violations would to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party and the Specified Designated Borrower of each Loan Document to which it such Person is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate any Law, except except, in any each case for referred to in clauses (b) and or (c) where such violations would not reasonably be expected ), to havethe extent that the same could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the each Borrower of each Loan Document to which it such Person is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; subject or (c) violate any Law, except in any each case for clauses referred to in clause (b) and or (c) where ), to the extent that such violations would not reasonably be expected to haveconflict, breach, contravention, Lien, payment or violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it the Borrower is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which (other than the Borrower is a party or affecting Loan Documents) binding upon the Borrower or the its properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject, in either case under this clause (b), to the extent such conflict could reasonably be expected to have a Material Adverse Effect; or (c) violate any Law, except applicable Law in any case for clauses (b) and (c) where such violations would not a manner which could be reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it the Borrower is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not not: (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties Properties of the Borrower or any of its Subsidiaries Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any LawLaw applicable to the Borrower; except, except in any each case for clauses referred to in clause (b) and or (c) where ), to the extent that any such violations would conflict, breach, contravention, creation, requirement or violation could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have has been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law, ; except in any each case for clauses referred to in clause (b) and or (c) where ), to the extent such violations would conflict, breach, contravention or violation, or creation of any such Lien or required payment, could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate any Law, except in any each case for clauses referred to in clause (b) and or (c) where such violations would not reasonably be expected ), to havethe extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate any Law, except in any the case for of clauses (b) and (c) ), where such contravention, conflict, breach, Lien, payment or violations would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s its Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower it is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law, ; except in any each case for clauses referred to in clause (b) and or (c) where ), to the extent that such violations would contravention, conflict, required payment or violation could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate any Law, Law in any material respect; except in any each case for clauses referred to in clause (b) and or (c) where ), to the extent that such violations would not contravention could not, in the aggregate, reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate any LawLaw (including, without limitation, Regulation U or Regulation X issued by the Board) except in any each case for clauses (b) and referred to in clause (c) where ), to the extent that such violations would violation could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; , or (c) violate any Law, except except, in any each case for clauses referred to in clause (b) and or (c) where such violations would not reasonably be expected ), to havethe extent that failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is or is to be a party, have has been duly authorized by all necessary corporate or other organizational action, and do does not and will not (a) contravene the terms of any of the Borrower’s such Person's Organization Documents; (b) except where such conflict would not reasonably be expected to have a Material Adverse Effect, conflict with or result in any breach breach, termination, or contravention of, or the creation of any Lien under, or require any payment to be made constitute a default under (i) any Contractual Obligation Material Contract or any Material Indebtedness to which the Borrower such Person is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate result in or require the creation of any Law, Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents and Liens permitted by Section 7.01); or (d) except in any case for clauses (b) and (c) where such violations violation would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, violate any Law.

Authorization; No Contravention. The execution, delivery and performance by the Borrower ADI of each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the BorrowerADI’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower ADI is a party or affecting the Borrower ADI or the properties of the Borrower ADI or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower ADI or any of its property is Subsidiaries or their properties are subject; or (c) violate any Law, except except, in any each case for clauses referred to in clause (b) and or (c) where ), to the extent that such violations would not reasonably be expected to havematters, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law, except in any case for clauses (b) and (c) where such violations would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or any of its property is Subsidiaries or their properties are subject; or (c) violate any Law, except except, in any each case for clauses referred to in clause (b) and or (c) where ), to the extent that such violations would not reasonably be expected to havematters, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the such Borrower of each Loan Document to which it such Borrower is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not not: (a) contravene the terms of any of the such Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which (other than the Borrower is a party or affecting the Loan Documents) binding upon such Borrower or the its properties of the Borrower or any of its Subsidiaries Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the such Borrower or its property is subject, in either case under this clause (b), to the extent such conflict could reasonably be expected to have a Material Adverse Effect; or (c) violate any Law, except applicable Law in any case for clauses (b) and (c) where such violations would not a manner which could be reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower Seller of each Loan Document to which it is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (ai) contravene violate the terms of any of the BorrowerSeller’s Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under (i1) any Contractual Obligation to which the Borrower Seller is a party or affecting the Borrower Seller or the properties of the Borrower or any of its Subsidiaries Seller or (ii2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower Seller or its property is subject; or (ciii) violate any Applicable Law, except except, in each case of clause (ii) or clause (ii) only, other than any case for clauses (b) and (c) where such violations violation, breach or conflict which would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate any Law, except except, in any the case for of clauses (b) and (c) ), where such violations conflict, breach, contravention, Lien, payment or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it the Borrower is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law. The Borrower and each Subsidiary thereof is in compliance with all Contractual Obligations referred to in clause (b)(i), except in any case for clauses (b) and (c) where such violations would to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Transaction Document to which it is partyor is to be a party are within its corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (ai) contravene the terms of any of the Borrower’s Organization such its Constituent Documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (iA) any Contractual Obligation to which the Borrower it is a party or affecting the Borrower it or the its properties of the Borrower or any of its Subsidiaries or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower it or its property is subject; or (ciii) violate any Applicable Law. The Borrower is not in default under or with respect to, except in any case for clauses (b) and (c) where such violations would not reasonably be expected to haveContractual Obligation that has or could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have has been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate any Lawapplicable law to which the Borrower is subject, except in any each case for clauses referred to in subsections (b) and (c) where above to the extent that any such violations would not conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is or is to be a party, have has been duly authorized by all necessary corporate or other organizational action, and do does not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) except where such conflict would not reasonably be expected to have a Material Adverse Effect, conflict with or result in any breach breach, termination, or contravention of, or the creation of any Lien under, or require any payment to be made constitute a default under (i) any Contractual Obligation Material Contract or any Material Indebtedness to which the Borrower such Person is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate result in or require the creation of any Law, Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents and Liens permitted by Section 7.01); or (d) except in any case for clauses (b) and (c) where such violations violation would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, violate any Law.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is partyDocument, have been duly authorized by all necessary corporate or other organizational 47056313_11 action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries is bound or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law, except in any case for clauses referred to in clause (b) and or (c) where such violations would ), to the extent the failure to do so could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree 50 129229619_9 of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law, except in any case for clauses (b) and (c) where such violations would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or any of its property is Subsidiaries or their properties are subject; or (c) violate any Law, except except, in any each case for clauses referred to in clause (b) and or (c) where ), to the extent that such violations would not reasonably be expected to havematters, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; , or (c) violate any Law, ; except in any each case for clauses referred to in clause (b) and or (c) where such violations would not reasonably be expected ), to havethe extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; , or (c) violate any Law, ; except in any each case for clauses referred to in clause (b) and or (c) where such violations would not reasonably be expected ), to havethe extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. 5.03

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or any of its property is Subsidiaries or their properties are subject; or (c) violate any Law, except except, in any each case for clauses referred to in clause (b) and or (c) where ), to the extent that such violations matters, 80 individually or in the aggregate, would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Contractual Obligation to which indenture, agreement or other instrument evidencing Material Indebtedness that is binding upon the Borrower is a party or affecting the Borrower or the properties of the Borrower Loan Parties or any of its Subsidiaries their respective properties or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower 103 such Person or its property is subject; or (c) violate any Applicable Law, except except, in each case (other than with respect to clause (a) above), to the extent that any case for clauses (b) and (c) where such violations of the foregoing would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will 84 not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting such Person (other than the Borrower Loan Documents) or the properties of the Borrower such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate any Law, except in any case for clauses (b) and (c) where such violations would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Organizational Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law; except, except in any each case for clauses referred to in clause (b) and or (c) where to the extent such violations conflict, breach, contravention, payment or violation would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect or (d) result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries other than the Liens created pursuant to the Loan Documents.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it the Borrower is a party, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (ai) contravene the terms of any of the Borrower’s Organization Documents; , (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under(other than any Permitted Lien), or require any payment to be made under (ix) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (iiy) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (ciii) violate any Law; except with respect to any violation, except conflict, breach or contravention or payment (but not creation of Liens) referred to in any case for clauses (bii) and (c) where iii), to the extent that such violations violation, conflict, breach, contravention or payment would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate any Law, except in any each case for clauses referred to in clause (b) and or (c) where such violations ), to the extent that failure to do so would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; or (c) violate any Law. Each Loan Party is in compliance with all Contractual Obligations referred to in clause (b)(i), except in any case for clauses (b) and (c) where such violations to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it the Borrower is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which (other than the Borrower is a party or affecting Loan Documents) binding upon the Borrower or the its properties of the Borrower or any of its Subsidiaries Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject, in either case under this clause (b), to the extent such conflict could reasonably be expected to have a Material Adverse Effect; or (c) violate any Law, except applicable Law in any case for clauses (b) and (c) where such violations would not a manner which could be reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.. 5.03

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it such Person is party, or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Loan Party’s Organization Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; , or (c) violate any Law, except in any each case for clauses referred to in clause (b) and or (c) where such violations ), to the extent that failure to do so would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Loan Party’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower such Loan Party is a party or affecting the Borrower such Loan Party or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Loan Party or its property is subject; or (c) violate any Law, except in any case for clauses (b) and or (c) where such violations would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it such Person is party, party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrowersuch Person’s Organization Documents; , (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower such Person is a party or affecting the Borrower such Person or the properties of the Borrower such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its property is subject; subject or (c) violate any Law, except in any each case for clauses referred to in clause (b) and or (c) where ), to the extent that such violations would not reasonably be expected to haveconflict, breach, contravention, Lien, payment or violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.. 44 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility)

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is partyDocument, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s 's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation (other than the Loan Documents) to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law. Borrower and each Subsidiary thereof is in compliance with all Contractual Obligations referred to in clause (b)(i), except in any case for clauses (b) and (c) where such violations to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have has been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms any material term of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its CREDIT AGREEMENT — Page 60 property is subject; or (c) violate any Lawapplicable law to which the Borrower is subject, except in any each case for clauses referred to in subsections (b) and (c) where above to the extent that any such violations would not conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is partyDocument, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law, except in any case for clauses (b) and (c) where such violations would as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, violate any Law.

Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have has been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any LawLaw except, except in any the case for of clauses (b) and (c) where ), to the extent such violations conflict, breach, payment, contravention, creation, requirement or violation would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The Subject to the entry of the Orders and the terms thereof, the execution, delivery and performance by the Borrower each Loan Party of each Loan Document to which it is a party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s its Organization Documents; (b) Documents or conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under under: (i) any material Contractual Obligation to which the Borrower it is a party or affecting the Borrower it or the its properties of the Borrower or any of its Subsidiaries or Subsidiaries; (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower it or its property is subject; or (ciii) violate any applicable Law, in each case, other than violations arising as a result of the commencement of the Cases and except in as otherwise excused by the Bankruptcy Court or to the extent any case for clauses (b) and (c) where such violations failure would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by the Borrower Seller of each Loan Document to which it the Seller is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (ai) contravene violate the terms of any of the BorrowerSeller’s Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under (iA) any Contractual Obligation to which the Borrower Seller is a party or affecting the Borrower Seller or the properties of the Borrower or any of its Subsidiaries Seller or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower Seller or its property is subject; or (ciii) violate any Law, (except in any the case for of clauses (bii) and (c) where such violations iii), other than any violation, breach or conflict which would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect).