Common use of Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc Clause in Contracts

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) relating to any Loan Party or any Subsidiary thereof, (b) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party where the failure to obtain such Governmental Approval or any Subsidiary thereofsuch violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, other than (i) consents, authorizations, filings or other acts or consents previously obtained or for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office UCC or register of deedsother security filings.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Restricted Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Restricted Subsidiaries where the failure to obtain such Governmental Approval or such violation of Applicable Law could reasonably be expected to have a Material Adverse Effect, (bii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Restricted Subsidiaries, (iii) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such PersonPerson that could reasonably be expected to have a Material Adverse Effect, (div) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents and Permitted Liens or (ev) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents that have been obtained or made or for which the failure to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (ii) Effect and other than consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Material First-Tier Foreign Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofMaterial First-Tier Foreign Subsidiary, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereofMaterial First-Tier Foreign Subsidiary, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such PersonPerson except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (e) require any consent or authorization of, filing withwith (other than filings required to be made with the SEC), or other act in respect of, an arbitrator or Governmental Authority Authority, and no consent or approval of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings consents or other acts approvals that have been obtained and that are still in force and effect or third party approvals or consents for which the failure to obtain which, if not made or make obtained could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, Effect and (ii) filings under the UCCconsents, (iii) recordings or filings with respect to the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsSecurity Document as specified therein.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any material Governmental Approval relating to the Borrower or any of its Subsidiaries, (ii) violate any material Legal Requirement (including all Tobacco Requirements) provision of Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Subsidiaries, (biii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Subsidiaries, (iv) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (dv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (evi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (iA) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, not individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (B) consents or filings, (ii) filings if any, under the UCC, UCC and (iii) filings with the United States Copyright Office and/or the United States Stated Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Credit Extensions hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party where the failure to obtain such Governmental Approval or any Subsidiary thereofsuch violation could reasonably be expected to have a Material Adverse Effect, (bii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Loan Party, (iii) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 5.01(d), (div) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (ev) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (iA) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (iiB) consents or filings under the UCC, (iiiC) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (ivD) Mortgage filings as may be required with the applicable county recording office or register respect to vehicles registered under a certificate of deedstitle.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Subsidiaries, (bii) conflict with, result in a breach of or constitute a default under any Organization Document the articles of any Loan Party incorporation, bylaws or other organizational documents of the Borrower or any Subsidiary thereofof its Subsidiaries or, (c) conflict with, except as could not reasonably be expected to result in a breach of or constitute a default under Material Adverse Effect, any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (diii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (eiv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consentsexcept, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecteach case, (iiw) filings under as may be required by laws affecting the UCCoffering and sale of securities generally, (iiix) filings with the United States Copyright Office and/or the United States Patent and Trademark Office Office, (y) filings under the UCC and/or the Assignment of Claims Act (or analogous state Applicable Law) and (ivz) Mortgage filings with those notices, consents and authorizations which have been obtained prior to the applicable county recording office or register of deedsClosing Date.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party where the failure to obtain such Governmental Approval or any Subsidiary thereofsuch violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture (x) the ABL Facility Documentation or other debt instrument, the 2026 Senior Notes Documentation or under (y) any other material indenture, agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which, in the case of clause (y), could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or and the United States Patent and Trademark Office and Office, (iv) Mortgage Mortgages and (v) consents or filings with the applicable county recording office made or register of deedsobtained and in full force and effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, UCC or with respect to real estate and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, UCC and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents that have been obtained or made and that are still in force and effect, (ii) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (iiiii) consents or filings under the UCC, (iii) UCC or other security filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the as applicable county recording office or register of deeds.in foreign jurisdictions. SECTION 6.5

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party where the failure to obtain such Governmental Approval or any Subsidiary thereofsuch violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, other than (i) consents, authorizations, filings or other acts or consents previously obtained or for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office UCC or register of deedsother security filings.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Restricted Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Restricted Subsidiaries where the failure to obtain such Governmental Approval or such violation of Applicable Law could reasonably be expected to have a Material Adverse Effect, (bii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Restricted Subsidiaries, (iii) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such PersonPerson that could reasonably be expected to have a Material Adverse Effect, (div) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents and Permitted Liens or (ev) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority Authority, and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents that have been obtained or made or for which the failure to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (ii) Effect and other than consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Subsidiaries, (bii) conflict with, result in a breach of or constitute a default under any Organization Document the articles of any Loan Party incorporation, bylaws or other organizational documents of the Borrower or any Subsidiary thereofof its Subsidiaries or, (c) conflict with, except as could not reasonably be expected to result in a breach of or constitute a default under Material Adverse Effect, any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (diii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (eiv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consentsexcept, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecteach case, (iiA) filings under as may be required by laws affecting the UCCoffering and sale of securities generally, (iiiB) filings with the United States Copyright Office and/or the United States Patent and Trademark Office Office, (C) filings under the UCC and recording of the Mortgages and (ivD) Mortgage filings with those notices, consents and authorizations which have been obtained prior to the applicable county recording office or register of deedsClosing Date.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval which has not been obtained or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which conflict, breach or default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCCUniform Commercial Code, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsconsents that have been obtained.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval on the part of any Credit Party or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions 60 59442126_10 of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound Material Contract or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCCUCC or with respect to the Collateral to be made, or otherwise delivered to Administrative Agent for filing and/or recordation, as of the Closing Date, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsconsents and authorizations that have been obtained and are in full force and effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person Credit Party is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Parent Borrower and each Subsidiary thereof its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any material Governmental Approval relating to the Parent Borrower or any of its Subsidiaries, (ii) violate any material Legal Requirement (including all Tobacco Requirements) provision of Applicable Law relating to any Loan Party the Parent Borrower or any Subsidiary thereofof its Subsidiaries, (biii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Parent Borrower or any of its Subsidiaries, (iv) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (dv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (evi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (iA) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, not individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (B) consents or filings, (ii) filings if any, under the UCC, UCC and (iii) filings with the United States Copyright Office and/or the United States Stated Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Subsidiaries where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (bii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Subsidiaries, (iii) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could reasonably be expected to have a Material Adverse Effect, (div) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (ev) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (ii) Effect and other than consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party and each Subsidiary thereof GGS Company of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the transactions extensions of credit hereunder and any of the other matters transactions (including the other Transactions) contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval (except for (x) the filing of Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office, (y) recordation of the Mortgages and the Vessel Mortgages and (z) such as have been made or obtained and are in full force and effect) or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party or any Subsidiary thereofthe GGS Companies, (bii) conflict with, result in a breach of or constitute a default under under, or give rise to any Organization Document right to accelerate or to require the prepayment, repurchase or redemption of any Loan Party obligations under, the articles of incorporation, bylaws or other organizational documents of any Subsidiary thereof, (c) conflict with, result in a breach of GGS Company or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument Material Contract to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (diii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents and the First Priority Liens or (eiv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority (other than as set forth in clause (i)) and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any other than (i) consents, authorizations, filings or other acts or consents for which the Loan Document except where failure to obtain or make any such consents could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party of the Borrowers and each Subsidiary thereof their Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrowers or any Subsidiary thereofof their Subsidiaries where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (bii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrowers or any of their Subsidiaries, (iii) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could reasonably be expected to have a Material Adverse Effect, (div) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (ev) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (ii) Effect and other than consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents that have been obtained or made and that are still in force and effect, (ii) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (iiiii) consents or filings under the UCC, (iii) UCC or other security filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the as applicable county recording office or register of deedsin foreign jurisdictions.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party and each Subsidiary thereof GGS Company of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the transactions extensions of credit hereunder and any of the other matters transactions (including the other Transactions) contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval (except for (x) the filing of Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office, (y) recordation of the Mortgages and the Vessel Mortgages and (z) such as have been made or obtained and are in full force and effect) or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party or any Subsidiary thereofthe GGS Companies, (bii) conflict with, result in a breach of or constitute a default under under, or give rise to any Organization Document right to accelerate or to require the prepayment, repurchase or redemption of any Loan Party obligations under, the articles of incorporation, bylaws or other organizational documents of any Subsidiary thereof, (c) conflict with, result in a breach of GGS Company or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument Material Contract to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (diii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents and the Second Priority Liens or (eiv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority (other than as set forth in clause (i)) and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any other than (i) consents, authorizations, filings or other acts or consents for which the Loan Document except where failure to obtain or make any such consents could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party where the failure to obtain such Governmental Approval or any Subsidiary thereofsuch violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, UCC and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Subsidiaries, (bii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Subsidiaries, (iii) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could reasonably be expected to have a Material Adverse Effect, (div) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (ev) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (ii) Effect and other than consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party where the failure to obtain such Governmental Approval or any Subsidiary thereofsuch violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, other than (i) consents, authorizations, filings or other acts or consents previously obtained or for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (ii) consents or filings under the UCCUCC or other security filings. For the avoidance of doubt, (iii) filings with this Section 7.4 shall not apply to the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsTarget Acquisition.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which breach or default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no Authority. No consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a material breach of of, or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, UCC and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Restricted Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Restricted Subsidiaries where the failure to obtain such Governmental Approval or such violation of Applicable Law could reasonably be expected to have a Material Adverse Effect, (bii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Restricted Subsidiaries, (iii) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such PersonPerson that could reasonably be expected to have a Material Adverse Effect, (div) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents and Permitted Liens or (eiv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents that have been obtained or made or for which the failure to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (ii) Effect and other than consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound Material Contract or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCCUCC or with respect to the Collateral to be made, or otherwise delivered to Administrative Agent for filing and/or recordation, as of the Closing Date, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsconsents and authorizations that have been obtained and are in full force and effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, not (a) require any Governmental Approval (other than a Governmental Approval that has been previously obtained and remains in full force and effect) or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Borrower Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Borrower Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Borrower Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCCUCC or other similar laws in other applicable foreign jurisdictions, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office or other similar laws in other applicable foreign jurisdictions, and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Subsidiaries, (bii) conflict with, result in a breach of or constitute a default under any Organization Document the articles of any Loan Party incorporation, bylaws or other organizational documents of the Borrower or any Subsidiary thereofof its Subsidiaries or, (c) conflict with, except as could not reasonably be expected to result in a breach of or constitute a default under Material Adverse Effect, any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (diii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (eiv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consentsexcept, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecteach case, (ii) filings under A)as may be required by laws affecting the UCCoffering and sale of securities generally, (iii) filings B)filings with the United States Copyright Office and/or the United States Patent and Trademark Office Office, (C)filings under the UCC and recording of the Mortgages and (iv) Mortgage filings with D)those notices, consents and authorizations which have been obtained prior to the applicable county recording office or register of deedsClosing Date.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party of the Borrower and each Restricted Subsidiary thereof of the Loan Documents and Transaction Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby (including the acquisition of the Legacy Gathering System) do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party of the Borrower or any Restricted Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party of the Borrower or any Restricted Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties Properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Loan Documents, other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval that have not been obtained or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Restricted Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person Credit Party is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) other than filings or consents which have been obtained and remain in effect, require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of 108 146960219_6 this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any material Governmental Approval relating to the Borrower or any of its Subsidiaries, (ii) violate any material Legal Requirement (including all Tobacco Requirements) provision of Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Subsidiaries, (biii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Subsidiaries, (iv) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could reasonably be expected to have a Material Adverse Effect, (dv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (evi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (iA) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse EffectEffect and (B) consents or filings, (ii) filings if any, under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Restricted Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Restricted Subsidiaries where the failure to obtain such Governmental Approval or such violation of Applicable Law could reasonably be expected to have a Material Adverse Effect, (bii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Restricted Subsidiaries, (iii) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such PersonPerson that could reasonably be expected to have a Material Adverse Effect, (div) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents and Permitted Liens or (ev) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority Authority, and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents that have been obtained or made or for which the failure to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (ii) Effect and other than consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent UCC and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsany Mortgages.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under or permitted under the Loan Documents or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (ii) filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereof, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Personbound, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, permit or license of, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) filings under the UCC, (iiiii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office Office, (iii) filings or consents required by federal or state securities laws or antitrust laws (in connection with the disposition of the Collateral) and (iv) Mortgage filings with such as have been made or obtained and are in full force and effect, except in the applicable county recording office case of clauses (a), (c), and (e), where such violation, conflict, breach or register of deedsdefault or failure to obtain any consent, authorization, filing or effect any other act could not reasonably be expected to result in a Material Adverse Effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person Credit Party is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentci indenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) other than filings or consents which have been obtained and remain in effect, require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Borrower Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Borrower Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Borrower Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofof its Subsidiaries, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument (including, without limitation, any Operating Agreement) to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCCUCC and, to the extent required to be delivered under the Security Documents, the Assignment of Claims Act of 1940 (as defined in the Collateral Agreement), (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and Office, (iv) Mortgage filings filing of certain of the Loan Documents with the applicable county recording office or register FCC, (v) the approval of deedsthe FCC as may be required prior to the Lenders’ exercise of certain rights under the Loan Documents with respect to the Stations, (vi) as may be required by laws affecting the offering and sale of securities generally and (vii) to the extent required under the Security Documents, as may be required by laws with respect to the perfection of a security interest in Vehicles (as defined in the Collateral Agreement).

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) except as set forth on Schedule 6.4, require any Governmental Approval consent of any other Person, except such as have been obtained and are in full force and effect, or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereof, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings consents or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) filings under the UCC, UCC and (iiiii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Material Foreign Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) provision of any Applicable Law relating to any Loan Credit Party or any Subsidiary thereofMaterial Foreign Subsidiary, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereofMaterial Foreign Subsidiary, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents obtained or for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, UCC and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument Material Contract to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens Liens, or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds, if applicable.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, CHAR1\1858015v1CHAR1\1858015v2 the giving of notice or otherwise, (ai) require any material Governmental Approval except any approvals previously or concurrently received or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law, in each case relating to any Loan Party the Company or any Subsidiary thereofof its Restricted Subsidiaries, (bii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of such Credit Party, (iii) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument in an aggregate principal amount of at least $40,000,000 or under which amounts payable or receivable are at least $40,000,000 to which such Person the Company or any of its Restricted Subsidiaries is a party or by which any of its properties may be bound or any Governmental Approval relating to such Personbound, (div) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (ev) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, other than (iA) consents, authorizations, filings or other acts or consents obtained or for which the failure to obtain or make could not, not individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (B) consents or filings, (ii) filings if any, under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit 55 hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Party the Borrower or any Subsidiary thereofof its Subsidiaries, (bii) conflict with, result in a breach of or constitute a default under any Organization Document the articles of any Loan Party incorporation, bylaws or other organizational documents of the Borrower or any Subsidiary thereofof its Subsidiaries or, (c) conflict with, except as could not reasonably be expected to result in a breach of or constitute a default under Material Adverse Effect, any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (diii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (eiv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consentsexcept, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecteach case, (iiw) filings under as may be required by laws affecting the UCCoffering and sale of securities generally, (iiix) filings with the United States Copyright Office and/or the United States Patent and Trademark Office Office, (y) filings under the UCC and/or the Assignment of Claims Act (or analogous state Applicable Law) and (ivz) Mortgage filings with those notices, consents and authorizations which have been obtained prior to the applicable county recording office or register of deedsClosing Date.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Loans and other extensions of credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) (i) on the Closing Date only, require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereof and (ii) following the Closing Date, require any Governmental Approval or violate any material Applicable Law relating to any Credit Party or any Subsidiary thereof, for which the failure to obtain or violation of which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture indenture, agreement, Lease or other debt instrument, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and Office, (iv) Mortgage filings with the applicable county recording office or register of deedsdeeds and (v) such as have been made or obtained and are in full force and effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, UCC or with respect to real estate and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party the Borrower and each Subsidiary thereof its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ai) require any material Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law, in each case relating to any Loan Party the Borrower or any Subsidiary thereofof its Subsidiaries, (bii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Subsidiaries, (iii) conflict with, result in a breach of or constitute a default under any Organization Document of any Loan Party or any Subsidiary thereofindenture, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material agreement or other material instrument in an aggregate principal amount of at least $20,000,000 or under which amounts payable or receivable are at least $20,000,000 to which such Person the Borrower or any of its Subsidiaries is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (div) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents or (ev) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, other than (iA) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiB) filings consents or filings, if any, under the UCC, UCC and (iiiC) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other 43360385_8 Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, UCC and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deedsOffice.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions and any of the other matters contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval on the part of any Credit Party or violate any material Legal Requirement (including all Tobacco Requirements) Applicable Law relating to any Loan Credit Party or any Subsidiary thereofthereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under any Organization Document the articles of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereofCredit Party, (c) conflict with, result in a breach of or constitute a default under any indenture or other debt instrumentindenture, or under any other material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (d) which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.