Common use of No Burdensome Restrictions; No Defaults Clause in Contracts

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of the Borrowers or any of their respective Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor Borrowers or any of its their respective Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the such Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the each Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation (other than pre-petition Contractual Obligations subject to the automatic stay) the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)8.2) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that that, would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation (other than pre-petition Contractual Obligations subject to the automatic stay) owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries Group Member (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries No Group Member is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Restricted Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Restricted Subsidiary of any Loan Party the compliance with which by such Loan Party or such Restricted Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any Subsidiary of their respective Subsidiaries the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would havecould, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)8.2) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions that wouldor other Business Entity restriction which could, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it arising after the Petition Date or under executory contracts and unexpired leases that have been assumed with the consent of the Requisite Lenders pursuant to section 365 of the Bankruptcy Code (including pursuant to the Plan) and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, which in the aggregate, would aggregate could not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the BorrowerBorrower and each Loan Party, there are is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, could have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Company nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions restriction that would, in the aggregate, would have a Material Adverse Effect. (b) Neither the Borrower Company nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the BorrowerCompany and the Borrowers, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the BorrowerCompany and the Borrowers, there are is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, would have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would havecould, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)8.2) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions that wouldor other Business Entity restriction which could, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower No Loan Party nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the BorrowerLoan Parties, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, which in the aggregate, would aggregate could not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the BorrowerBorrower and each other Loan Party, there are is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, could have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, be reasonably likely to have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, be reasonably likely to have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Subsidiaries the Borrower or any Subsidiary of the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor or any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, (i) there are no Requirements of Law (other than Environmental Laws in existence on the Closing Date) applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect, and (ii) since the Closing Date there has been no change in the enforcement of Environmental Laws in existence on the Closing Date which would have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither Holdings, the Borrower nor any of their respective Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither Holdings, the Borrower nor any of its their respective Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of Holdings and the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of each of Holdings and the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party ▇▇▇▇▇▇ Entity the compliance with which by such Loan Party or such Subsidiary▇▇▇▇▇▇ Entity, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (ai) No None of the Borrowers or the other Loan Party and none of their respective Subsidiaries Parties (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereofLoan Party, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)Permitted Encumbrance) on the assets of any thereof Loan Party or (ii) is subject to one or more charter or corporate (or equivalent) restrictions that would, in the aggregate, have a Material Adverse Effect. (bii) Neither None of the Borrower nor any of its Subsidiaries Borrowers or the other Loan Parties is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrowerany Loan Party, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (ciii) No Default or Event of Default has occurred and is continuing. (div) To the best knowledge of the BorrowerLoan Parties, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Company nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions restriction that would, in the aggregate, would have a Material Adverse Effect. (b) Neither the Borrower Company nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the BorrowerCompany and the Borrowers, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the BorrowerCompany and the Borrowers, there are is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, would have a Material Adverse Effect. (e) Each of the Company and each of its Subsidiaries has paid its accounts payable and all amounts due under any other Contractual Obligation in a timely manner in the ordinary course of business in accordance with the business practices of the Company and its Subsidiaries in effect on the date hereof.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any Subsidiary of their respective Subsidiaries the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any material Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)8.2) on the property or assets of any thereof of the Borrower or the Restricted Subsidiaries or (ii) is subject to one or more any charter or corporate restrictions that would, in the aggregate, restriction which would have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Requirement of Law or Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, which in the aggregate, aggregate would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, would have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries Group Member (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on Etc.))on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries No Group Member is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the Credit Agreement HLI Operating Company, Inc. H▇▇▇▇ Lemmerz Finance LLC — Luxembourg S.C.A. aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower Parent nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the BorrowerBorrowers, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the BorrowerBorrowers, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Subsidiaries the Borrower or any Subsidiary of the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor or any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party None of the Borrower and none of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor any of and its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Subsidiaries the Borrower or any Subsidiary of the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)6.1) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor or any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect in the aggregate or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions restriction that would, in the aggregate, would have a Material Adverse EffectEffect in the aggregate. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, would have a Material Adverse EffectEffect in the aggregate.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Subsidiaries the Borrower or any Subsidiary of the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor or any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Subsidiaries the Borrower or any Subsidiary of the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither Except for defaults that may arise in connection with the Contractual Obligations for the TMT Indebtedness, none of the Borrower nor or any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none member of their respective Subsidiaries the CEI Group (i) is a party to any Contractual Obligation the compliance with one which has had, or more of which would could reasonably be expected to have, in the aggregate, a Material Adverse Effect or the performance of which by any thereofEffect, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions that wouldrestriction which has had, in the aggregateor could reasonably be expected to have, have a Material Adverse Effect. (b) Neither As of the Borrower nor any date hereof, no member of its Subsidiaries the CEI Group is in default under or with respect to any Contractual Obligation owed by it it, and, to the knowledge Knowledge of CEI and the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary member of a Loan Party, other thanthe CEI Group, in either case, other than (i) defaults relating to the Excluded Projects and (ii) those defaults that, which in the aggregateaggregate have not had, would or could not have reasonably be expected to have, a Material Adverse Effect. (c) No Event of Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are There is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan any Credit Party has had, or such Subsidiarycould reasonably be expected to have, as the case may be, would, in the aggregate, have a Material Adverse Effect. (e) Except in respect of the Existing Project Financing Debt, as amended or refinanced as permitted hereunder, or any Contractual Obligation existing on the Closing Date, as amended or replaced as permitted hereunder, applicable to a Subsidiary of CEI which directly owns, leases or operates one or more Power Generation Facilities, no Subsidiary of CEI is subject to any Contractual Obligation restricting or limiting its ability to declare or make any dividend payment or other distribution on account of any shares of any class of its Capital Stock or its ability to purchase, redeem, or otherwise acquire for value or make any payment in respect of any such shares or any shareholder rights.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries Group Member (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries No Group Member is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing.. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries Group Member (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries No Group Member is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Restricted Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing.. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Restricted Subsidiary of any Loan Party the compliance with which by such Loan Party or such Restricted Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, be reasonably likely to have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Credit Party or to any Subsidiary of a Loan Credit Party, other than, in either case, those defaults that, in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Credit Party or any Subsidiary of any Loan Credit Party the compliance with which by such Loan Credit Party or such Subsidiary, as the case may be, would, in the aggregate, be reasonably likely to have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries Group Member (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect.. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (b) Neither the Borrower nor any of its Subsidiaries No Group Member is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Restricted Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Restricted Subsidiary of any Loan Party the compliance with which by such Loan Party or such Restricted Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)5.04(b) on the assets of any thereof or (ii) is subject to one or more charter or corporate corporate, limited liability company or partnership restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien enforceable against such Person (other than a Lien permitted under Section 8.2 (Liens, Etc.)8.2) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions that would, in the aggregate, restriction which would have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults thatwhich occurred solely as a result of the filing of the Cases or which, in the aggregate, aggregate would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party their respective Subsidiaries the compliance noncompliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, Subsidiary would have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective the Borrower or any of its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor or any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it arising after the Petition Date or under executory contracts and unexpired leases that have been assumed with the consent of the Administrative Agent in the Cases pursuant to section 365 of the Bankruptcy Code (including pursuant to the Plan), and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any Subsidiary of their respective Subsidiaries the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect. (e) Except as set forth on Schedule 4.11 (Build-Out Obligations), neither the Borrower nor any Subsidiary of the Borrower has any outstanding Contractual Obligation to make capital expenditures (as defined in accordance with GAAP) in excess of $2,000,000 in aggregate at any time. 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries Group Member (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries No Group Member is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Restricted Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect.. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Restricted Subsidiary of any Loan Party the compliance with which by such Loan Party or such Restricted Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither Holdings nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect in the aggregate over all such Contractual Obligations or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions restriction that would, in the aggregate, would have a Material Adverse EffectEffect in the aggregate over all such restrictions. (b) Neither the Borrower Holdings nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of Holdings or the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregateaggregate over all such defaults, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of Holdings and the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, would have a Material Adverse EffectEffect in the aggregate over all such compliances.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any Subsidiary of their respective Subsidiaries the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect. (e) Except as set forth on Schedule 4.11 (Build-Out Obligations), neither the Borrower nor any Subsidiary of the Borrower has any outstanding Contractual Obligation to make capital expenditures (as defined in accordance with GAAP) in excess of $2,000,000 in aggregate at any time.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Parent Guarantor nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)8.2) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions that would, in the aggregate, restriction which would have a Material Adverse Effect. (b) Neither Other than defaults resulting solely from the Borrower filing of the Cases or as set forth on Schedule 4.10, neither the Parent Guarantor nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, which in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are is no Requirements Requirement of Law applicable to the any Loan Party or any Subsidiary of any a Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, Subsidiary would have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Subsidiaries the Borrower or any Subsidiary of the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 6.1 (Limitation on Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither Except for a Subordinated Note Default, none of the Borrower nor or any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)SECTION 8.2) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions that would, in the aggregate, restriction which would have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party the Borrower or to any Subsidiary of a Loan Partyits Subsidiaries, other than, in either case, those defaults that, which in the aggregate, aggregate would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the BorrowerBorrower and each of its Subsidiaries, there are is no Requirements Requirement of Law applicable to the Borrower or to any Loan Party or any Subsidiary of any Loan Party its Subsidiaries the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, Person would have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective the Borrower or any of its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 5.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor or any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party the Borrower or to any Subsidiary of a Loan Partythe Borrower, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party the Borrower or any Subsidiary of any Loan Party the Borrower the compliance with which by such Loan Party the Borrower or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Holdings or any of its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor None of Holdings or any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the each Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, in each case other than, in either case, than those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the each Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective the Borrower or any of its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor or any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect in the aggregate or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section SECTION 8.2 (LiensLIENS, EtcETC.)) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions restriction that would, in the aggregate, would have a Material Adverse EffectEffect in the aggregate. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no 68 other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, would have a Material Adverse EffectEffect in the aggregate.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Holdings or any of its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor None of Holdings or any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the each Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, Party other than, in either case, than those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the each Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Subsidiaries the Borrower or any Subsidiary of the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other 61 than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor or any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Company nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions restriction that would, in the aggregate, would have a Material Adverse Effect. (b) Neither the Borrower Company nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the BorrowerCompany, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the BorrowerCompany, there are is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, would have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the U.S. Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, be reasonably likely to have a Material Adverse Effect. (b) Neither the U.S. Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the U.S. Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not be reasonably likely to have a Material Adverse Effect.. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the U.S. Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, be reasonably likely to have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries or any Subsidiary thereof (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect or the performance of which by any thereofsuch Loan Party or Subsidiary, either unconditionally or upon the happening of an event, would will result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Permitted Liens, Etc.)) on the property or assets of any thereof or (ii) is subject to one any certificate of incorporation (or more charter other equivalent governing document) or corporate restrictions corporate, partnership, limited liability company or other restriction that would, in the aggregate, would have a Material Adverse Effect. (b) Neither the Borrower nor No Loan Party or any of its Subsidiaries Subsidiary thereof is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Partythereof, other than, in either case, than those defaults that, that in the aggregate, aggregate would not have a no Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are There is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such any Loan Party or such Subsidiary, as the case may be, would, in the aggregate, would have a Material Adverse Effect. (e) No Subsidiary of the Borrower is subject to any Contractual Obligation restricting or limiting its ability to declare or make any dividend payment or other distribution on account of any shares of any class of its Stock or its ability to purchase, redeem, or otherwise acquire for value or make any payment in respect of any such shares or any shareholder rights.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Company nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 8.1 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, be reasonably likely to have a Material Adverse Effect. (b) Neither the Borrower Company nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the BorrowerCompany, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the BorrowerCompany, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, be reasonably likely to have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Co-Borrower or any of its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate Constituent Document restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the None of Co-Borrower nor or any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Co-Borrower, Parent and Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, (i) those defaults that, in the aggregate, would not have a Material Adverse Effect, (ii) during the Refinancing Grace Period only, defaults under Indebtedness listed on SCHEDULE 7.11(A) and (iii) until the Second Closing Date only, defaults under Indebtedness listed on SCHEDULE 8.1(B). (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Co-Borrower, Parent and Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none None of their respective Subsidiaries the Borrower or any Subsidiary of the Borrower (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither None of the Borrower nor or any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)SECTION 8.2) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions that would, in the aggregate, restriction which would have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party the Borrower or to any Subsidiary of a Loan Partyits Subsidiaries, other than, in either case, those defaults that, which in the aggregate, aggregate would not have a Material Adverse Effect. (c) No Default or Default, Event of Default or Tranche A Asset Sale Event has occurred and is continuing. (d) To the best knowledge of the BorrowerBorrower and each of its Subsidiaries, there are is no Requirements Requirement of Law applicable to the Borrower or to any Loan Party or any Subsidiary of any Loan Party its Subsidiaries the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, Person would have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries Debtor (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien (x) permitted under Section 8.2 or (Liens, Etc.)y) created pursuant to the Related Documents) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any Subsidiary of its Subsidiaries the Borrower is in default under or with respect to any Contractual Obligation (other than (i) in the case of any Debtor, entered into prior to the Petition Date, (ii) any default under the Related Documents or (iii) any default arising directly or indirectly as a result of the Cases) owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults thatthat could not reasonably be expected to have, individually or in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries Group Member (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereofsuch Group Member, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries No Group Member is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the BorrowerBorrower and the Parent, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either any case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing.. Credit Agreement FA Sub 3 Limited (d) To the best knowledge of the BorrowerBorrower and the Parent, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party Group Member the compliance with which by such Loan Party or such SubsidiaryGroup Member, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)8.2) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions that would, in the aggregate, restriction which would have a Material Adverse Effect. (b) Neither Other than defaults resulting solely from the filing of the Cases, neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, which in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are is no Requirements Requirement of Law applicable to the any Loan Party or any Subsidiary of any a Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, Subsidiary would have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, could be reasonably expected to result in the aggregate, a Material Adverse Effect Change or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)8.2) on the property or assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, any restriction in the aggregate, have its Constituent Documents which could be reasonably expected to result in a Material Adverse EffectChange. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, which in the aggregate, would aggregate could not have reasonably be expected to result in a Material Adverse EffectChange. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, could be reasonably expected to result in the aggregate, have a Material Adverse EffectChange.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries Group Member (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries No Group Member is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing.. AMENDED AND RESTATED CREDIT AGREEMENT T▇▇▇▇ HEALTHCARE CORPORATION (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation the compliance with one or more of which would have, could be reasonably expected to result in the aggregate, a Material Adverse Effect Change or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)SECTION 8.2) on the property or assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, any restriction in the aggregate, have its Constituent Documents which could be reasonably expected to result in a Material Adverse EffectChange. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in either case, those defaults that, which in the aggregate, would aggregate could not have reasonably be expected to result in a Material Adverse EffectChange. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are is no Requirements Requirement of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, could be reasonably expected to result in the aggregate, have a Material Adverse EffectChange.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none of their respective Subsidiaries Group Member (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 8.1 (Liens, Etc.)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries No Group Member is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

No Burdensome Restrictions; No Defaults. (a) No Loan Party and none Neither the Borrower nor any of their respective its Subsidiaries (i) is a party to any Contractual Obligation not disclosed in the Disclosure Documents or otherwise disclosed in writing to the Lenders the compliance with one or more of which would have, in the aggregate, could reasonably be expected to have a Material Adverse Effect in the aggregate or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)7.3) on the property or assets of any thereof or (ii) is subject to one or more any charter or corporate restrictions that wouldcould reasonably be expected to, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to it or any Loan Party or to any Subsidiary of a Loan Partyits Subsidiaries, other than, in either case, those defaults that, in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party it or any Subsidiary of any Loan Party its Subsidiaries the compliance with which by such Loan Party it or such Subsidiary, as the case may be, wouldcould reasonably be expected to, in the aggregate, have a Material Adverse Effect.