Common use of Compliance With Other Instruments; None Burdensome Clause in Contracts

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate or other restriction which could have a Material Adverse Effect and which is not disclosed on Borrower's financial statements heretofore submitted to the Banks; none of the execution and delivery by Borrower of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower or the compliance with the provisions thereof, has violated or will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrower, or any of the provisions of Borrower's Certificate of Incorporation or Bylaws or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower is a party or subject, or by which it or its Property is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtained.

Compliance With Other Instruments; None Burdensome. Neither any Borrower nor any Subsidiary of a Borrower is a party to any contract or agreement or subject to any charter or other corporate or other restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on BorrowerParent's consolidated financial statements heretofore submitted to Agent or the BanksLenders; none of the execution and delivery by any Borrower of the any Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on any Borrower, or any of the provisions of such Borrower's Certificate certificate or articles of Incorporation incorporation or Bylaws bylaws or any of the provisions of any indenture, indenture or other material agreement, document, instrument or undertaking to which such Borrower is a party or subject, or by which it or its Property is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than Liens in favor of Agent under the Agent and/or the Banks pursuant to the Transaction Collateral Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtained(other than filings and recordings necessary to perfect the Liens granted under the Collateral Documents).

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate restriction which, individually or other restriction which in the aggregate, has or could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's financial statements heretofore submitted to the BanksEffect; none of the execution and delivery by Borrower of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on BorrowerBorrower or any of its Subsidiaries, or any of the provisions of Borrower's Certificate of Incorporation or Bylaws By-Laws or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower or any of its Subsidiaries is a party or subject, or by which it Borrower or any of its Subsidiaries or any Property of Borrower or any of its Subsidiaries is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks pursuant to the Transaction Documents)undertaking. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments.

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate or other restriction which could have a Material Adverse Effect and which is not disclosed on Borrower's financial statements heretofore submitted to the Banks; none None of -------------------------------------------------- the execution and delivery by Borrower of the Transaction Documents, the consummation performance by Borrower of its obligations under the Transaction Documents or the borrowing and/or repayment of the transactions therein contemplatedLoan by Borrower under this Agreement will conflict with, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all result in a breach of the issued and outstanding capital stock of the Selling Shareholders terms, conditions or provisions of, or constitute a default under or result in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower or the compliance with the provisions thereofany violation of, has violated or will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrower, or any of the provisions of Borrower's Certificate the Articles of Incorporation or Bylaws By-Laws of Borrower or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower is a party or subject, or by which it Borrower or its Property any property or assets of Borrower is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien security interest, lien or encumbrance on any of the property or assets of Borrower pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than undertaking; provided however, that Lender acknowledges and agrees that nothing in favor this Agreement and no action by Borrower or SM&P relative to the Guaranty of this Agreement to be executed by SM&P constitutes a breach or default of the Agent and/or the Banks pursuant to the Transaction Documents)Loan Agreement executed by Borrower and Lender on January 28, 2002, or SM&P's Guaranty dated January 28, 2002 of that Loan Agreement. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body body, instrumentality, authority, agency or authorityofficial, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, (a) the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedand/or (b) the borrowing and/or repayment of the Loan by Borrower under this Agreement.

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is not a -------------------------------------------------- party to any contract or agreement or subject to any charter or other corporate or other restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's financial statements heretofore submitted to the BanksLender; none of the execution and delivery by Borrower of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrower, or any of the provisions of Borrower's the Certificate or Articles of Incorporation or Bylaws By-Laws of Borrower or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower is a party or subject, or by which it Borrower or its any Property of Borrower is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks Lender pursuant to the Transaction Documents). No Except for the filing of this Agreement with the SEC, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to be made or obtained by Borrower to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments.

Compliance With Other Instruments; None Burdensome. Neither ------------------------------------------------------- Borrower nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate or other restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's financial statements heretofore submitted to the BanksLender; none of the execution and delivery by Borrower of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrower, or any of the provisions of Borrower's the Certificate or Articles of Incorporation or Bylaws By-Laws of Borrower or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower is a party or subject, or by which it Borrower or its any Property of Borrower is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks Lender pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments.

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is not a party to any contract or agreement or subject to any charter or other corporate or other restriction which could would reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's ’s financial statements heretofore submitted to Lender; except to the Banks; extent that the following would not reasonably be expected to have a Material Adverse Effect, none of the execution and delivery by Borrower of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any lawLaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrower, or any of the provisions of Borrower's the Certificate or Articles of Incorporation or Bylaws By-Laws of Borrower or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower is a party or subject, or by which it Borrower or its any Property of Borrower is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks Lender pursuant to the Transaction Documents). No Except for the filing of this Agreement with the SEC, filings and notices contemplated by the Transaction Documents and orders, consents, approvals, licenses, authorizations, validations, filings, recordings, registrations and exemptions which have been obtained or made, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to be made or obtained by Borrower to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments.

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is not a party to any contract or agreement or subject to any charter or other corporate or other restriction which could would reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's ’s financial statements heretofore submitted to Agent and Lenders; except to the Banks; extent that the following would not reasonably be expected to have a Material Adverse Effect, none of the execution and delivery by Borrower of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any lawLaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrower, or any of the provisions of Borrower's Certificate the Articles of Incorporation or the Second Amended and Restated Bylaws of Borrower or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower is a party or subject, or by which it Borrower or its any Property of Borrower is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of Agent for the Agent and/or the Banks benefit of Lenders pursuant to the Transaction Documents). No Except for the filing of this Agreement with the SEC, filings and notices contemplated by the Transaction Documents and orders, consents, approvals, licenses, authorizations, validations, filings, recordings, registrations and exemptions which have been obtained or made, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to be made or obtained by Borrower to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments.

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate or other restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's financial statements heretofore submitted to the BanksLender; none of the execution and delivery by Borrower of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrower, or any of the provisions of Borrower's the Certificate or Articles of Incorporation or Bylaws By-Laws of Borrower or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower is a party or subject, or by which it Borrower or its any Property or assets of Borrower is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks Lender pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments, except for any consents required under the Leases to permit the grant of a security interest in Borrower's rights thereunder to Lender and the assignment of the Lease Payments due thereunder to Lender.

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate or other restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's financial statements heretofore submitted to the Banks; none of the execution and delivery by Borrower and the Guarantors of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on BorrowerBorrower or any of the Guarantors, or any of the provisions of Borrower's Certificate the Certificates or Articles of Incorporation or Bylaws By-Laws of Borrower or any of the Guarantors or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower or any of the Guarantors is a party or subject, or by which it Borrower or its any of the Guarantors or any Property or assets of Borrower or any of the Guarantors is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments.

Compliance With Other Instruments; None Burdensome. Neither Borrower As of the date of this Agreement, none of the Borrowers nor any Subsidiary of any of the Borrowers is a party to any contract or agreement or subject to any charter or other corporate or other organizational restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's Borrowers’ financial statements heretofore submitted to Agent and the Banks; none Lenders. None of the execution and delivery by Borrower Borrowers of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrowerany of the Borrowers, or any of the provisions of Borrower's Virbac’s Certificate of Incorporation or Bylaws, of St. JON’s Articles of Incorporation or Bylaws, PM Resources’ Articles of Incorporation or Bylaws, Virbac AH’s Certificate of Incorporation or Bylaws, of Francodex’s Articles of Incorporation or Bylaws or Delmarva’s Articles of Incorporation or Bylaws, or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower any of the Borrowers is a party or subject, or by which it or its Property is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of Agent for the Agent and/or benefit of the Banks Lenders pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already Documents, except for those which have been obtainedobtained prior to the date hereof.

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate or other restriction which could have a Material Adverse Effect and which is not disclosed on Borrower's or any Subsidiary's financial statements heretofore submitted to the Banks; none of the execution and delivery by Borrower and the Subsidiaries of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all consummation of the issued Consolidation Transactions, the execution and outstanding capital stock delivery by Borrower of the Selling Shareholders in Separation and Related Agreements, or the Acquired Company and DPC Acquisition Corp.'s merger consummation of the Acquired Company into Borrower or the compliance with the provisions thereoftransactions therein contemplated, has violated or will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on BorrowerBorrower or any Subsidiary, or any of the provisions of Borrower's or any Subsidiary's Certificate of Incorporation or Bylaws or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower or any Subsidiary is a party or subject, or by which it or its Property is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereofGovernmental Authority, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtained.

Compliance With Other Instruments; None Burdensome. Neither Borrower the Company nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate corporate, limited liability company or other restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's the Company’s financial statements heretofore submitted to the BanksAgent and each Lender; none of the execution and delivery by Borrower the Company and/or any Subsidiary of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrowerthe Company or any Subsidiary, or any of the provisions of Borrower's Certificate the certificate or articles of Incorporation incorporation, by-laws or Bylaws other organizational documents of the Company or any Subsidiary or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower the Company or any Subsidiary is a party or subject, or by which it the Company or its any Subsidiary or any Property of the Company or any Subsidiary is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments.

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is not a party to any contract or agreement or subject to any charter or other corporate or other restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's financial statements heretofore submitted to the BanksLender; none of the execution and delivery by Borrower of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrower, or any of the provisions of Borrower's the Certificate or Articles of Incorporation or Bylaws By-Laws of Borrower or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower is a party or subject, or by which it Borrower or its any Property of Borrower is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks Lender pursuant to the Transaction Documents). No Except for the filing of this Agreement with the SEC, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to be made or obtained by Borrower to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments.

Compliance With Other Instruments; None Burdensome. Neither Borrower None of the -------------------------------------------------- Borrowers nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate or other restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's Borrowers' financial statements heretofore submitted to the BanksLender; none of the execution and delivery by Borrower any of the Borrowers of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrowerany of the Borrowers, or any of the provisions of Borrower's Certificate the Articles or Certificates of Incorporation or Bylaws of any of the Borrowers or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower any of the Borrowers is a party or subject, or by which it any of the Borrowers or its any Property of any of the Borrowers is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks Lender pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments, other than filing of financing statements with respect to the Collateral and other than the recording of the Illinois Mortgage and the Ohio Mortgage.

Compliance With Other Instruments; None Burdensome. Neither Borrower the Company nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate corporate, limited liability company or other restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrowerthe Company's financial statements heretofore submitted to the BanksAgent and each Lender; none of the execution and delivery by Borrower the Company and/or any Subsidiary of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrowerthe Company or any Subsidiary, or any of the provisions of Borrower's the Certificate or Articles of Incorporation, By-Laws, Certificate of Incorporation Formation and/or Operating Agreement of the Company or Bylaws any Subsidiary or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower the Company or any Subsidiary is a party or subject, or by which it the Company or its any Subsidiary or any Property of the Company or any Subsidiary is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments.

Compliance With Other Instruments; None Burdensome. Neither Borrower nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate or other restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on Borrower's financial statements heretofore submitted to the Banks; none of the execution and delivery by Borrower and the Guarantors of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower contemplated or the compliance with the provisions thereof, has violated or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on BorrowerBorrower or any of the Guarantors, or any of the provisions of Borrower's Certificate the Certificates or Articles of Incorporation or Bylaws By-Laws of Borrower or any of the Guarantors or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower or any of the Guarantors is a party or subject, or by which it Borrower or its any of the Guarantors or any Property or assets of Borrower or any of the Guarantors is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Collateral Agent and/or for the Banks pursuant to equal and ratable benefit of the Transaction DocumentsCreditors under the Security Agreements). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtainedDocuments.