Common use of Consent; Absence of Breach Clause in Contracts

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each Debtor in connection herewith, do not and will not: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each Debtor in connection herewith, do not and will not: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, or other organic or governance document applicable to each of Debtor; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each Debtor in connection herewith, do not and will not: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, bylaws or other organic or governance document applicable to each of Debtor; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by each Debtor the Borrower in connection herewithwith the Loans, and the borrowings by the Borrower hereunder, do not and will not: not (a) require any consent, approval, authorizationauthorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporationorganization of the Borrower, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor the Borrower or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any DebtorBorrower, other than Liens in favor of Secured Party the Bank created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each the Debtor in connection herewith, do not and will not: not (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effecteffect and filings with respect to security interests); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporationincorporation or bylaws of the Debtor, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable the Debtor or any of its respective properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party the Bank created pursuant to this Security Agreement and Permitted Liensthe other Loan Documents.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by each Debtor the Borrower in connection herewithwith the Loans, and the borrowings by the Borrower hereunder, do not and will not: not (a) require any consent, approval, authorizationauthorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles Certificate of incorporation, bylaws, operating agreement, Incorporation or bylaws of the Borrower or the organizational documents any of the Operating Subsidiaries or other organic or governance document applicable to each Debtor; Subsidiaries, or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor the Borrower, any of its Operating Subsidiaries or any of its other Subsidiaries or any of their respective properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower, any Debtorof its Operating Subsidiaries or any of its other Subsidiaries, other than Liens in favor of Secured Party the Bank created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each the Debtor in connection herewith, do not and will not: not (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporation, incorporation or bylaws, operating partnership agreement, articles of organization, operating agreement or other organic organizational documents of the Debtor or governance document applicable to each Debtor; any of their Subsidiaries, or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable the Debtor or any of its their Subsidiaries or any of their respective properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of Debtor or any Debtorof its Subsidiaries, other than Liens in favor of Secured Party the Bank created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each Debtor in connection herewith, do not and will not: not (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; authority except for such conflicts which would not result in a Material Adverse Effect, (ii) the articles of incorporation, bylaws, operating agreement, bylaws or other organic or governance document applicable to of each Debtor; , or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its properties or assetsassets except for such conflicts which would not result in a Material Adverse Effect; or (c) require, or result in, the creation or imposition of any Lien on any asset of any each Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by each Debtor the Borrower in connection herewithwith the Letters of Credit, do not and will not: not (a) require any consent, approval, authorizationauthorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporationorganization of the Borrower, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor the Borrower or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any DebtorBorrower, other than Liens in favor of Secured Party the Lender created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by each Debtor the Borrowers in connection herewithwith the Loans, and the borrowings by the Borrowers hereunder, do not and will not: not (a) require any consent, approval, authorizationauthorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporation, bylaws, organization and operating agreement, or other organic or governance document applicable to each Debtor; agreement of any Borrower or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor any Borrower or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any DebtorBorrower, other than Liens in favor of Secured Party Lender created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each Debtor in connection herewith, do not and will not: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

Consent; Absence of Breach. The To the best of Debtors’ knowledge, the execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each Debtor in connection herewith, do not and will not: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each the Debtor in connection herewith, do not and will not: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to Person, including, without limitation, federal or and state securities laws or (other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, or other organic or governance document applicable to each the Debtor; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its properties or assetsassets including, without limitation, any franchise agreement; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by each Debtor the Borrower in connection herewithwith the Loans, and the borrowings by the Borrower hereunder, do not and will not: not (a) require any consent, approval, authorizationauthorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporationincorporation or bylaws of the Borrower, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor the Borrower or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any DebtorBorrower, other than Liens in favor of Secured Party the Bank created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each Debtor in connection herewith, do not and will not: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) to the knowledge of Debtor, any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, or other organic or governance document applicable to each of Debtor; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each such Debtor in connection herewith, do not and will notnot to the knowledge of Debtors: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, or other organic or governance document applicable to each Debtorof such Debtor if it is not a natural person; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable such Debtor or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any such Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each the Debtor in connection herewith, do not and will not: not (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporation, bylaws, operating partnership agreement, articles of organization or other organic or governance document applicable to each trust agreement of the Debtor; , or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable the Debtor or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party the Administrative Agent created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by each Debtor the Borrowers in connection herewithwith the Loan, and the borrowing by the Borrowers hereunder, do not and will not: not (a) require any consent, approval, authorizationauthorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporationincorporation or bylaws of the Borrowers, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor the Borrowers or any of its their properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any DebtorBorrowers, other than Liens in favor of Secured Party the Lender created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each Debtor in connection herewith, do not and will not: not (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporationincorporation or bylaws of Debtor or any of its Subsidiaries, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its Subsidiaries or any of its respective properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any DebtorDebtor or any of its Subsidiaries, other than Liens in favor of Secured Party the Bank created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by each Debtor the Borrower in connection herewithwith the Advances, and the borrowings by the Borrower hereunder, do not and will not: not (a) require any consent, approval, authorizationauthorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporationorganization of the Borrower, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor the Borrower or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any DebtorBorrower, other than Liens in favor of Secured Party the Lender created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by each Debtor the Borrower or any other Obligor in connection herewiththerewith or with the Loans, and the borrowings by the Borrower hereunder, do not and will not: not (a) require any consent, approval, authorizationauthorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporation, bylawsorganization, operating agreementagreement or similar organizational document of the Borrower or any other Obligor, or other organic or governance document applicable to each Debtor; as applicable, or (iii) any agreement, indenture, instrument or other documentdocument (including, without limitation, any Material Affiliate Credit Agreement), or any judgment, order or decree, which is binding upon each applicable Debtor the Borrower or any other Obligor or any of its their respective properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any DebtorBorrower, other than Liens in favor of Secured Party the Bank created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each the Debtor in connection herewith, do not and will not: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, or other organic or governance document applicable to each the Debtor; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each Debtor in connection herewith, do not and will not: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, or other organic or governance document applicable to each of Debtor; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its their properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by each Debtor the Borrower in connection herewithwith the Revolving Advances, and the borrowings by the Borrower hereunder, do not and will not: not (a) require any consent, approval, authorizationauthorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; , (ii) the articles of incorporationorganization of the Borrower, bylaws, operating agreement, or other organic or governance document applicable to each Debtor; or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor the Borrower or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any DebtorBorrower, other than Liens in favor of Secured Party the Lender created pursuant to this Security Agreement and Permitted LiensAgreement.

Consent; Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by each Debtor in connection herewith, do not and will notnot to the knowledge of Debtor: (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority; (ii) the articles of incorporation, bylaws, operating agreement, or other organic or governance document applicable to each of Debtor; or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon each applicable Debtor or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of any Debtor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.