Common use of Governmental Approvals; No Conflicts Clause in Contracts

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions transactions to be entered into contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such as have been obtained or made and are in full force and effect and except for filings and recordings necessary to perfect Liens created pursuant to under the Loan Documents, (b) will not violate any Requirement Applicable Law or the Organizational Documents of Law applicable to any Loan Party or any Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any SubsidiaryParty, except Liens created pursuant to under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or other requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to under the Loan Documents, (b) will not violate any Requirement applicable law or regulation or the charter, by-laws or other organizational documents of Law the Borrower or any other applicable to any Loan Party or any Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any other Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiarytheir assets, or give rise to a right thereunder to require any payment to be made by any Loan Party the Borrower or any Subsidiaryother Loan Party, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party the Borrower or any Subsidiaryother Loan Party, except Liens created pursuant to under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or the Organizational Documents of any SubsidiaryLoan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any SubsidiaryParty, or give rise to a right thereunder to require any material payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of any Lien on any asset Collateral of any Loan Party or any SubsidiaryParty, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indentureindenture (including the indenture governing the Senior Notes), or other material agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any asset of any Loan Party or any SubsidiarySubsidiary (including Liens securing the Senior Notes), except Liens ▇▇▇▇▇ created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documentseffect, (b) will not violate any Requirement applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to any such Loan Party or any Subsidiaryof its Subsidiaries or any applicable order of any Governmental Authority, (c) will not violate or result in a default under any indenture, indenture or any material agreement or other material instrument binding upon any such Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any such Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any such Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documentsof its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any material indenture, agreement or other material instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, which in any case could reasonably be expected to result in a Material Adverse Effect, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents, except, with respect to clauses (b) and (c) of this Section 3.03, to the extent that such breach, contravention or violation would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to any Loan Party or any Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture, indenture or material agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of any Lien (other than a Permitted Lien) on any asset of any Loan Party or any SubsidiaryParty, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or other requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens ▇▇▇▇▇ created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of this Agreement, and the other Loan Documents to which each is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documentseffect, (b) will not violate any Requirement Requirements of Law applicable to any Loan Party Party, or any Subsidiaryjudgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Party or any Subsidiary or the of their respective assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any a Loan Party or any SubsidiaryParty, except Liens created pursuant to under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate in any material respect any Requirement of Law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions transactions to be entered into contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such as have been obtained or made and are in full force and effect and except for filings and recordings necessary to perfect Liens created pursuant to under the Loan Documents, (b) will not violate any Requirement Applicable Law or the charter, by-laws or other organizational documents of Law applicable to any Loan Party or any SubsidiaryParty, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any SubsidiaryParty, except Liens created pursuant to under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents, except, with respect to clauses (b) and (c) of this Section 3.03, to the extent that such breach, contravention or violation would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions transactions contemplated by this Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityBody, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documentseffect, (b) will not violate any Requirement applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to any such Loan Party or any Subsidiaryof its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, indenture or any material agreement or other material instrument binding upon any such Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any such Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any such Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documentsof its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documentseffect, (b) will not violate any Requirement applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to any Loan Party or any Subsidiaryof their Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of their Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof their Subsidiaries, and (d) except for Liens in favor of the Lenders created by the Loan Documents, will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documentsof their Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries in any material respect or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, except to the extent such violation could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any material Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or other requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indentureindenture (including the indenture governing the Senior Notes), or other material agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any asset of any Loan Party or any SubsidiarySubsidiary (including Liens securing the Senior Notes), except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require on the part of any Loan Party any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any SubsidiaryParty, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any SubsidiaryParty, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of of, or other requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documentseffect, (b) will not violate any Requirement Applicable Law or regulation or the articles, by-laws or other organizational documents of Law applicable to the Borrower or any other Loan Party or any Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any other Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiarytheir respective assets, or give rise to a right thereunder to require any payment to be made by any Loan Party the Borrower or any Subsidiaryother Loan Party, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any other Loan Party or any Subsidiary, (except for Liens created pursuant to the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other Person, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documentseffect, (b) will not violate any Requirement Applicable Law or the charter, by-laws or other organizational documents of Law applicable to any Loan Party or any SubsidiarySubsidiary of the Borrower or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of the Borrower or the assets of any Loan Party or any Subsidiarytheir assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiarySubsidiary of the Borrower, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, Subsidiary of the Borrower (except for Liens created pursuant to by the Loan Security Documents).

Governmental Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, material agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan DocumentsDocuments and public filings required by applicable securities laws, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any SubsidiaryParty, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of of, or other requirement to create, any Lien on any asset of any Loan Party or any SubsidiaryParty, except Liens ▇▇▇▇▇ created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof the Subsidiaries, (c) will not violate or result in a default under any indenture, indenture or other material agreement or other instrument binding upon any Loan Party or any Subsidiary of the Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder under any such indenture, material agreement or instrument (other than a Loan Document) to require any payment to be made by any Loan Party or any Subsidiaryof the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof the Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents.. 509265-1423-11080-10355930

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof its US Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its US Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its US Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its US Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default “default” or “event of default” under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any SubsidiarySubsidiary in any material respect, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or other requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any SubsidiaryParty, (c) will not violate or result in a default under any indentureindenture (including without limitation the Existing Indenture and the New Indenture), agreement or other instrument evidencing Material Indebtedness binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any SubsidiaryParty, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any SubsidiaryParty, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or a Material Sales Contract binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any SubsidiaryParty, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any SubsidiaryParty, except Liens created pursuant to the Loan DocumentsDocuments or any other Lien permitted under Section 6.02.

Governmental Approvals; No Conflicts. f C \l “2” The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, material agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect and except for (ii) filings necessary to perfect and recordings in respect of the Liens created pursuant to the Loan Documents, (b) will not violate in any material respect any Requirement of Law applicable to any Loan Party or any SubsidiaryLaw, (c) will not violate in any material respect or result in a material default under any indenture, agreement or other instrument binding Contractual Obligation upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiarytheir assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiarysuch Person, and (d) except for the Liens created pursuant to the Loan Documents, will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documentsof its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for ​ ​ filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or other requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents or the Alternative Financing Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a material default under any indenture, material agreement or other material instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to or permitted by the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default “default” or “event of default” under any material indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder under any such material indenture, agreement or other instrument (other than a Loan Document) to require any payment to be made by any Loan Party or any Subsidiary, (d) will not violate or contravene the Organizational Documents of any Loan Party or any Subsidiary and (de) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens L▇▇▇▇ created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan DocumentsDocuments and the filing of Form 8-K with the SEC, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of of, or other requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate violate, in any material respect, any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate violate, in any material respect, or result in a material default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any SubsidiaryParty, (c) will not violate or result in a default under any indentureindenture (including without limitation the Existing Indenture and the New Indenture), agreement or other instrument evidencing Material Indebtedness binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any SubsidiaryParty, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any material Requirement of Law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result in a material default under any material indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect effect, (ii) filings and except for filings necessary to perfect recordings in respect of the Liens created pursuant to the Loan DocumentsSecurity Documents and (iii) filings required under the Federal securities laws, (b) will do not violate any Requirement Applicable Law or regulation or the Organizational Documents of Law applicable to any Loan Party or any Subsidiaryorder of any Governmental Authority, (c) will do not violate or result in a default under any material indenture, agreement or other material instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan DocumentsParty.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any material Requirement of Law applicable to any Loan Party or any Subsidiaryother Group member, (c) will not violate or result in a default “default” or “event of default” under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary Group member or the assets of any Loan Party or any SubsidiaryGroup member, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryGroup member, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryother Group member, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to under the Loan Documents, (b) have not and will not violate any Requirement applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to any Loan Party or any Subsidiaryorder of any Governmental Authority, (c) have not and will not violate or result in a default under any indenture, indenture governing Indebtedness or other material agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiarytheir assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) have not and will not result in the creation or imposition of any Lien on any asset of any Loan Party or any SubsidiaryParty, except Liens created pursuant to under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset Collateral of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any SubsidiaryParty, (c) will not violate or result in a default under any indentureindenture (including without limitation the 2011 Indenture), agreement or other instrument evidencing Material Indebtedness binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any SubsidiaryParty, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any SubsidiaryParty, (c) will not violate or result in a default under any indentureindenture (including without limitation the 2017 Indenture), agreement or other instrument evidencing Material Indebtedness binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any SubsidiaryParty, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan DocumentsDocuments and release existing Liens securing the DIP Credit Agreement, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryits assets, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents and the Senior Notes Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof its Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its Restricted Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect and except for (ii) filings necessary to perfect and recordings in respect of the Liens created pursuant to the Loan Documents and the Term Loan Documents, (b) will not violate in any material respect any Requirement of Law applicable to any Loan Party or any SubsidiaryLaw, (c) will not violate in any material respect or result in a material default under any indenture, agreement or other instrument binding Contractual Obligation upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiarytheir assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, such Person and (d) except for the Liens created pursuant to the Loan Documents and the Term Loan Documents, will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documentsof its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any SubsidiarySubsidiary in any material respect, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiaryof its Subsidiaries, (c) will not violate or result result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiaryof its Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any SubsidiaryParty, (c) will not violate or result in a default under any indentureindenture (including without limitation the 2004 Indenture and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇), agreement or other instrument evidencing Material Indebtedness binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any SubsidiaryParty, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any SubsidiaryParty, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documentseffect, (b) will not violate any Requirement applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to any Loan each Credit Party or any Subsidiaryof its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Credit Party or any Subsidiary of its Subsidiaries or the assets of any Loan Party or any Subsidiaryits assets, or give rise to a right thereunder to require any payment to be made by any Loan Credit Party or any Subsidiaryof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party Credit Parties or any Subsidiary, of its Subsidiaries except Liens created pursuant to under the Loan Credit Documents.