Common use of Governmental Approvals; No Conflicts Clause in Contracts

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect as of the Effective Date, other than filings after the Effective Date in the ordinary course of business, (b) will not violate any Requirements of Law law or regulation applicable to the Borrower or the limited liability company agreement, charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthorityAuthority to which the Borrower or any of its Subsidiaries is subject, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or (except for the Existing Credit Facility) give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsSubsidiaries that is prohibited hereby.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation binding upon the Borrower or any of Law applicable to its Material Subsidiaries or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthorityAuthority binding upon the Borrower or any of its Subsidiaries, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of its Material Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The executionTransactions (a) do not violate the charter, delivery and performance by by-laws or other organizational documents of the Borrower or any of this Agreementits Restricted Subsidiaries or (b) except as to matters that could not reasonably be expected to result in a Material Adverse Effect, and by each Loan Party of the other Loan Documents to which it is a party (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (bii) will not violate any Requirements of Law applicable to the Borrower law or regulation or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (ciii) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Restricted Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Restricted Subsidiaries, and (div) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Senior Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its the Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other instrument evidencing or governing Indebtedness or any other material instrument agreement binding on upon the Borrower or any of Subsidiary or its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesSubsidiary, except Liens (if any) created under the Senior Loan Documents and the Second Priority Collateral Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except other than Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party This Amendment (a) do does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements Requirement of Law applicable to the Borrower any Loan Party or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthoritySubsidiaries, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower upon any Loan Party or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower any Loan Party or any of its Subsidiaries, except Liens (if any) created under pursuant to the Loan DocumentsDocuments (in the case of clauses (b) (other than as it relates to the Certificate of Incorporation and Bylaws or other organizational documents of a Loan Party) or (c), which would not reasonably be expected to have a Material Adverse Effect).

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect (except for (i) any reports required to be filed by the Borrower with the SEC pursuant to the Securities Exchange Act of 1934, or (ii) those that may be required from time to time in the ordinary course of business that may be required to comply with certain covenants contained in the Loan Agreements), (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Restricted Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of its Restricted Subsidiaries (including the Note Purchase Agreements executed in connection with the Senior Notes) or any of its assets assets, or give rise to a right thereunder to require any material payment to be made by the Borrower or any of its Subsidiaries Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not not, on the part of any Loan Party or any of its Subsidiaries, require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirements Requirement of Law applicable to the Borrower any Loan Party or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indentureunder, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or any of its Subsidiaries under any material agreement which is binding upon any Loan Party or any of its Subsidiaries or its assets, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower any Loan Party or any of its Subsidiaries, except Liens (if any) created under pursuant to the Loan Documents, except, solely in the case of clauses (a), (b) or (c) hereof, as would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law law or regulation, applicable to the Administrative Borrower or any of its Material Subsidiaries in any material respect or the charter, by-laws or other organizational documents of the Administrative Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Administrative Borrower or any of its Subsidiaries or any of its assets their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Loan Parties, and (d) will not result in the creation or imposition of any Lien on any material asset of the Administrative Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate (i) any Requirements applicable law or regulation (except to the extent such violation could not reasonably be expected to result in a Material Adverse Effect) or (ii) the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or (iii) any judgment, material order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any material Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documentsother than any Permitted Lien.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, except to the extent that any such failure to obtain such consent or approval or to take any such action, would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate in any Requirements material respect any Requirement of Law applicable to the Borrower any Loan Party or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthoritySubsidiaries, (c) will not violate in any material respect or result in a default under the Senior Subordinated Notes Documents or any other material indenture, material agreement or other material instrument binding on the Borrower upon any Loan Party or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower any Loan Party or any of its Subsidiaries, except Liens (if any) Xxxxx created under pursuant to the Loan DocumentsDocuments and Permitted Liens.

Governmental Approvals; No Conflicts. The execution, delivery Financing Transactions and performance by the Borrower of this Agreement, and by each Loan Party use of the other Loan Documents to which it is a party proceeds thereof (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws, limited liability company agreement or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets properties, or give rise to a right thereunder to require any payment to be made by the Borrower to make any payment, where such default or any of its Subsidiaries payment reasonably can be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset property of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsBorrower.

Governmental Approvals; No Conflicts. The execution, delivery Financing Transactions and performance by the Borrower of this Agreement, and by each Loan Party use of the other Loan Documents to which it is a party proceeds thereof (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any exchange under which a Borrower’s Equity Interests are traded, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable Law or the charter, by-laws, limited liability company agreement or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets properties, or give rise to a right thereunder to require any payment to be made by the Borrower to make any payment, where such default or any of its Subsidiaries payment reasonably can be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset property of the Borrower or any of its Subsidiaries, Loan Party (except for Liens (if any) created under pursuant to the Loan Documents).

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect or which shall be completed at the appropriate time for such filings under applicable securities laws, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower any Credit Party or any of its the Borrower’s Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower upon any Credit Party or any of its the Borrower’s Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Credit Party or any of its Subsidiaries the Borrower’s Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower any Credit Party or any of its the Borrower’s Subsidiaries, except Liens (if any) created under for the Loan Documentsbenefit of Administrative Agent on behalf of the Lenders as contemplated herein.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other Person, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the charter, bylaws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets (including the documentation governing the Senior Unsecured Notes), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements applicable material law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Parent Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Parent Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Restatement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except registrations and filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower any Loan Party or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower Parent or any of its Subsidiaries Subsidiary or any of its assets the violation or breach of which would result in or would reasonably be expected to result in a Material Adverse Effect, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any of its Subsidiaries Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its SubsidiariesSubsidiary, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by Transactions (including the Borrower incurrence of this Agreement, and by Indebtedness on the date of each Loan Party Borrowing or other extension of the other Loan Documents to which it is a party credit hereunder) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirements Requirement of Law applicable to the Borrower any Loan Party or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthoritySubsidiaries, (c) will not violate or result in a default under any indenture, indenture or other agreement governing Indebtedness or any other material agreement or other material instrument binding on the Borrower upon any Loan Party or any of its Subsidiaries or any of its assets Restricted Subsidiaries, or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or any of its Restricted Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower any Loan Party or any of its Restricted Subsidiaries, except Liens (if any) created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate in any material respect or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except other than Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) Except to the extent that no Material Adverse Change would be materially likely to result, the Transactions (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as are required to perfect Liens created under the Security Documents and such as have been obtained or made and are in full force and effect, (bii) do not and will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its the Subsidiaries or any judgment, order or ruling of any Governmental Authority, (ciii) do not and will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its the Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries their assets, and (div) do not and will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its the Subsidiaries, except Liens (if any) created under the Loan Credit Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate the Organizational Documents of the Borrower or any Requirements Subsidiary, (c) will not violate any Requirement of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthoritySubsidiary, (cd) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries Subsidiary or any of its assets their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Subsidiaries any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesSubsidiary, except Liens (if any) created under the Loan Documents, except, in the case of clauses (c) and (d), for any such violations or defaults that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) to the actual knowledge of the Borrower, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect or which shall be completed at the appropriate time for such filings under applicable securities laws, (b) to the actual knowledge of the Borrower, will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower any Credit Party or any of its the Borrower’s Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower upon any Credit Party or any of its the Borrower’s Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Credit Party or any of its Subsidiaries the Borrower’s Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower any Credit Party or any of its the Borrower’s Subsidiaries, except Liens (if any) created under pursuant to the Loan DocumentsDeed of Trust.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not (i) violate in any Requirements material respect any applicable law or regulation or any order of Law applicable to any Governmental Authority binding upon the Borrower Company or any of its Subsidiaries or (ii) violate the charter, by-laws or other organizational documents of the Company or any judgment, order or ruling of any Governmental Authorityits Subsidiaries, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower Company, any Loan Party or any of its their Subsidiaries or any of its assets their assets, or give rise to a right thereunder to require any payment to be made by the Borrower any such Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Subsidiaries, except Liens (if any) created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien (other than Liens permitted by Section 7.2) on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any Requirements Applicable Law or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesBorrower, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements material Requirement of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authorityto the extent failure to comply with which could reasonably be expected to have a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiary, (d) will not violate or result in a material default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets their respective assets, or give rise to a right thereunder to require any material payment to be made by the Borrower or any of its Subsidiaries or give rise to a right of, or result in, termination, cancelation or acceleration of any material obligation thereunder and (de) will not result in the creation or imposition of any Lien (other than a Lien permitted under Section 6.02) on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsSubsidiary.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower law or regulation or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower Company or any of its the Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any of its Subsidiaries and the Subsidiaries, (d) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its the Subsidiaries and (e) will not violate the charter, by-laws or other organizational documents of the Company or any of the Subsidiaries, except Liens except, in the case of clause (if anya), (b), (c) created under and (d), to the Loan Documentsextent that failure to comply could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, Agreement and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the articles of Law applicable to incorporation or by-laws of the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect as of the Effective Date, other than filings after the Effective Date in the ordinary course of business, (b) will not violate any Requirements of Law law or regulation applicable to the Borrower or the limited liability company agreement, charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthorityAuthority to which the Borrower or any of its Subsidiaries is subject, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsSubsidiaries that is prohibited hereby.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law, rule or regulation or the charter, bylaws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsDocuments or Permitted Liens.

Governmental Approvals; No Conflicts. The execution, performance and delivery and performance by of the Borrower of this Agreement, and Transaction Documents by each Loan Party of the other Loan Documents to which it is a party Debtor (a) do does not require any consent or approval of, registration or filing withwith (other than the inclusion of this Agreement as an exhibit to routine filings under the Securities Exchange Act of 1934 and filings required to perfect the security interests herein granted required by the Uniform Commercial Code), or any other action by, any Governmental Authority, except those as have been obtained or made and are in full force and effectgovernmental authority, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower any Debtor or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authoritygovernmental authority, (c) will not violate in any material respect or result in a material default under any indenture, material agreement or other material instrument binding on the Borrower upon any Debtor or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Debtor, and (d) will not result in the creation or imposition of any Lien security interest or lien on any asset of the Borrower or any of its Subsidiaries, Debtor except Liens (if any) created under the Loan Documentsas specifically contemplated hereby.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those as have been obtained or made for filings and are recordings in full force and effectrespect of the Liens created pursuant to the Security Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) except for the Lien created by the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (bii) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the any Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (ciii) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on the upon any Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the any Borrower or any of its Subsidiaries which defaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse effect, and (div) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except the Subsidiaries (other than Liens (if any) created under the Loan Documentspermitted by Section 8.3).

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law, policy or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower any Obligor or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower Borrower, or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower Borrower, (d) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Subsidiary Guarantor, or any of its Subsidiaries assets, or give rise to a right thereunder to require any payment to be made by any Subsidiary Guarantor and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesLoan Parties, except other than Liens (if any) created under granted on the Loan DocumentsEffective Date and otherwise permitted pursuant to Section 6.02.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Transaction Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, judgment or order or ruling of any Governmental AuthorityAuthority binding on the Borrower or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority as a condition to the effectiveness, enforceability or performance thereof, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws, memorandum and articles of Law applicable to association or other organizational documents of the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, Subsidiaries except Liens (if any) created under the Loan Credit Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law, policy or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower any Obligor or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower Borrower, or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower Borrower, (d) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Subsidiary Guarantor, or any of its Subsidiaries assets, or give rise to a right thereunder to require any payment to be made by any Subsidiary Guarantor, and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsObligors.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documentspermitted by Section 7.2.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any material consent or approval of, registration or filing with, or any other material action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower law or regulation or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthorityAuthority in any material respect, (c) will not violate the charter, by-laws or other organizational documents of the Borrower, (d) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries Subsidiary or any of its assets their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiary, and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary, except, in the case of its Subsidiariesclause (d) or (e), except Liens (if any) created under where such violation, default, rise of a right, creation or imposition, individually or in the Loan Documentsaggregate, could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those for (x) filings, registrations and recordings necessary to perfect Liens created under the Loan Documents and (y) such as have been obtained or made and are in full force and effect, (bii) will not violate any Requirements applicable law or regulation or the charter, by laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries Subsidiary or any judgment, order or ruling of any Governmental Authority, (ciii) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of Subsidiary or its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiary, and (div) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Subsidiary (other than Liens (if any) created under the Loan Documentsexpressly permitted by Section 7.2).

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower each Loan Party of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except (i) those as have been obtained or made and are in full force and effecteffect and (ii) filings necessary to perfect and maintain the perfection of the Liens created by the Collateral Documents, (b) will not violate the Organization Documents of any Requirements of Loan Party or any Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any Material Agreement or indenture, material agreement or other instrument constituting material instrument Indebtedness binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the either Borrower or any of its Restricted Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the upon either Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the either Borrower or any of its Restricted Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the either Borrower or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate (i) any Requirements of Law applicable law or regulation (except to the Borrower extent such violation could not reasonably be expected to result in a Material Adverse Effect) or (ii) the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries or (iii) any judgment, material order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower Company or any of its Subsidiaries or any of its assets their assets, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any of its Subsidiaries and (d) will not result in the creation or imposition of any material Lien on any asset of the Borrower Company or any of its Subsidiaries, except Liens (if any) created under the Loan Documentsother than any Permitted Lien.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Charter Document, (c) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (cd) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions do not (a) do not violate the charter, by-laws or other organizational documents of the Borrower or any of its Restricted Subsidiaries, (b) require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (bc) will not violate any Requirements of Law applicable to the Borrower law or regulation or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (cd) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Restricted Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Restricted Subsidiaries, and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens (if any) created . Neither the Borrower nor any Restricted Subsidiary is in default and no event exists which with the giving of notice or lapse of time would constitute a default under the Loan Documentsany agreement evidencing or in respect of any of its Material Indebtedness.

Governmental Approvals; No Conflicts. The execution, delivery Transactions and performance by the Borrower entry into each of this Agreement, the Pledge Agreement and by each Loan Party of the other Loan Documents to which it is a party Collateral Account Control Agreement (a) do not require any consent or approval ofof (including any exchange control approval), registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower each Account Party or any of its Significant Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on the Borrower upon each Account Party or any of its Significant Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries such Person, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower each Account Party or any of its Significant Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require require, on the part of the Borrower, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the Organizational Documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthorityAuthority having applicability to the Borrower or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and have been disclosed to the Lenders to their reasonable satisfaction, and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements Applicable Law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower Company or any of its the Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower Company or any of its the Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any of its Subsidiaries the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its the Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The executionExcept as set forth on Schedule 3.03, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect (or are to be made within any applicable grace period), (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens to the extent such violation or default or Lien, could not, in the case of subparts (if anyc) created under the Loan Documentsor (d) reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created or to be created under the Loan Documents, (b) will not violate any Requirements applicable law or regulation or order of Law applicable to any Governmental Authority or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthoritySubsidiaries, (c) will not violate or result in a default under any indenture, indenture or any other material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect or which shall be completed at the appropriate time for such filings under applicable securities laws, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower any Credit Party or any of its the Borrower’s Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower upon any Credit Party or any of its the Borrower’s Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Credit Party or any of its Subsidiaries the Borrower’s Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower any Credit Party or any of its the Borrower’s Subsidiaries, except Liens (if any) created under pursuant to the Loan DocumentsDeed of Trust.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require the Company or any of its Subsidiaries to obtain or make any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower Company or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthorityAuthority applicable to the Company or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower Company or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Subsidiaries, except other than Liens (if any) created under the Loan DocumentsPledge Agreements.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower each Loan Party of this Agreement, Agreement and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except (i) those as have been obtained or made and are in full force and effecteffect and (ii) filings necessary to perfect and maintain the perfection of the Liens created by the Collateral Documents, (b) will not violate the Organization Documents of any Requirements of Loan Party or any Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower Transactions (excluding use of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party proceeds) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Material Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Material Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Material Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those for (i) such as have been obtained or made and are in full force and effecteffect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any Requirements Requirement of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthorityLaw, (c) will not violate any of the Loan Parties’ organizational documents, (d) will not violate or result in a default under any indenture, material agreement or other material instrument binding on Contractual Obligation upon the Borrower or any of and its Subsidiaries or any of its assets or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (de) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, Agreement and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or and any of its Subsidiaries Subsidiaries, or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, in each case other than violations, defaults or rights which could not reasonably expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower Borrower, any Guarantor or any of its the Significant Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower Borrower, any Guarantor or any of its the Significant Subsidiaries or any of its assets their assets, or give rise to a right thereunder to require any payment to be made by the Borrower Borrower, any Guarantor or any of its Subsidiaries the Significant Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its the Significant Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery Transactions to be performed by such Borrower and performance by the Borrower its Subsidiary Guarantors (excluding use of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party proceeds) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those (i) such as have been obtained or made and are in full force and effecteffect and (ii) the filings referred to in Section 3.12, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the such Borrower or any of its Material Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the upon such Borrower or any of its Material Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the such Borrower or any of its Subsidiaries Material Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the such Borrower or any of its SubsidiariesMaterial Subsidiaries (other than Liens securing the QVC Obligations and/or QVC/zulily Obligations, except Liens (if any) created under the Loan Documentsas applicable).

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements material applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to Holdings, the Borrower or any of its Subsidiaries Subsidiary or any judgment, material order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon Holdings, the Borrower or any of Subsidiary or its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by to Holdings, the Borrower or any of its Subsidiaries the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of its the Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect or which shall be completed at the appropriate time for such filings under applicable securities laws, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower any Credit Party or any of its the Borrower's Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower upon any Credit Party or any of its the Borrower's Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Credit Party or any of its Subsidiaries the Borrower's Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower any Credit Party or any of its the Borrower's Subsidiaries, except Liens (if any) created under for the Loan Documentsbenefit of Administrative Agent on behalf of the Lenders as contemplated herein.

Governmental Approvals; No Conflicts. The execution, delivery and performance of this Amendment by the Borrower Borrower, and the performance of this the Financing Agreement, and by each Loan Party of the other Loan Documents to which it is a party as amended hereby (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those as have Authority that has not been obtained or made and are in full force and effectobtained, (bii) will not violate any Requirements applicable law, policy or regulation or the organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (ciii) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower Borrower, or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower Borrower, (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its Subsidiaries properties and (dv) except for the Liens created by the Loan Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsBorrower.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower Transactions (excluding use of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party proceeds) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those (i) such as have been obtained or made and are in full force and effecteffect and (ii) the filings referred to in Section 3.12, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Material Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Material Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Material Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Material Subsidiaries (other than Liens (if any) created under securing the Loan DocumentsObligations).

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those (i) such as have been obtained or made and are in full force and effect, (ii) as may be required to be filed with the Securities & Exchange Commission after the date hereof, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries such Person, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, execution and delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party and the performance of the Borrower’s obligations hereunder and thereunder (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority that have not been obtained, made or taken (except those as have been obtained for normal course post-closing filings under applicable securities Laws or made and are in full force and effectstock exchange rules, which the Borrower will make within the required time frames), (b) will not violate in any Requirements material respect any applicable Law or the articles and by-laws of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Borrower, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsBorrower.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions ------------------------------------ (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or other Person, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Restricted Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Restricted Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action byby or before, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Parent Borrower or any of its the Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Parent Borrower or any of its the Subsidiaries or any of its assets their assets, or give rise to a right thereunder to require any material payment to be made by the Parent Borrower or any of its Subsidiaries the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any of its the Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (b) will not violate any Requirements Requirement of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on Contractual Obligation of the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Emergence Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of its Restricted Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents, the Security Documents (as defined in the Senior Secured Notes Indenture) and the Security Documents (as defined in the Second Lien Indenture).

Governmental Approvals; No Conflicts. The execution, delivery transactions contemplated by this Agreement and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) do not require the consent of any other Person (including, without limitation, any stockholder, trustee or holder of Indebtedness), (c) will not violate any Requirements Applicable Law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (cd) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the upon Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Restricted Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on the Borrower or any of its Restricted Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The executionTransactions, delivery and performance by the Borrower of this Agreementwhen consummated, and by each Loan Party of the other Loan Documents to which it is a party (a) do will not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries which would result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documentsas contemplated by this Agreement.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower Sponsor of this Agreement, and by each Loan Credit Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law, rule or regulation or the charter, bylaws or other organizational documents of Law applicable to the Borrower Sponsor or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower Sponsor or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower Sponsor or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower Sponsor or any of its Subsidiaries, except Liens (if any) created under under, or permitted by, the Loan DocumentsDocuments or Permitted Encumbrances.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party borrowing of the other Loans and the grant of the security interests pursuant to the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority which has not been obtained, except those as have been obtained or made and are in full force and effectdisclosed on SCHEDULE 5.3, (b) will not violate any Requirements applicable law, policy or regulation or the organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material term of any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries Subsidiaries, or any of its assets their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) except for the Liens created by the Loan Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, the RCA or any Governmental Authority, except those as have been obtained Authority or made and are in full force and effectthird party, (b) will not violate or, in any Requirements material respect, conflict with any law, rule, regulation (including, without limitation, Regulation T, U or X of Law applicable to the Board), writ, judgment, injunction, decree or award, will not violate or conflict with the Borrower’s Certificate of Incorporation or By-laws or any other organizational documents of the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate violate, conflict with or result in a default under the Indenture, any of the Wholesale Power Contracts or Fuel Supply Agreements, or any other material indenture, material contract, lease, loan agreement, deed of trust, agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Borrower, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsBorrower.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements applicable law or regulation in any material respect or the charter, by-laws or other organizational documents of Law applicable to the Parent Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Parent Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) The Financing Transactions (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (bii) will not violate the charter, by-laws or other organizational documents of the Borrower or any Loan Party, (iii) will not violate any Requirements of Law applicable to the Borrower law (including ERISA and Environmental Laws) or regulation or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, and (civ) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries Loan Party or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens in the case of clauses (if anyi), (iii) created under and (iv) above for any such violations or defaults that, individually or in the Loan Documentsaggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Material Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate in any material respect or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Material Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Material Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries, except other than Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements Requirement of Law applicable to Holdings, the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthoritySubsidiary, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon Holdings, the Borrower or any of its Subsidiaries Subsidiary or any of its assets their respective assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Subsidiaries any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of its SubsidiariesSubsidiary, except Liens (if any) created under the Loan DocumentsDocuments and liens permitted under Section 6.02.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirements Requirement of Law applicable to the Borrower any Loan Party or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthoritySubsidiaries, (c) except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower upon any Loan Party or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien Lien, or require the sharing of any Lien, on any asset of the Borrower any Loan Party or any of its Subsidiaries, except Liens (if any) created under as provided in the Loan Collateral Documents.

Governmental Approvals; No Conflicts. The executionExcept as set forth on Schedule 3.03, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or third-party, including any consent or approval of, registration or filing with, or any other action by, the Federal Energy Regulatory Commission (or is successor in such function), except those such as have been obtained or made and are in full force and effecteffect or except as would not be material to the business of ODEC or to the validity or enforceability of any Loan Document or any Obligation, (b) will not violate any Requirements material law, rule, regulation (including Regulation T, U or X of Law applicable to the Borrower Board), writ, judgment, injunction, decree or award, or the charter, bylaws or other organizational documents of ODEC or any of its Subsidiaries or any judgment, material order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material contract, lease, loan agreement, deed of trust, agreement or other material instrument binding on upon ODEC or assets necessary to the Borrower or any business of its Subsidiaries or any of its assets ODEC, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries ODEC, and (d) will not result in the creation or imposition of any material Lien on any material asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsODEC.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Second Priority Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its the Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other instrument evidencing or governing Indebtedness or any other material instrument agreement binding on upon the Borrower or any of Subsidiary or its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesSubsidiary, except Liens (if any) created under the Second Priority Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those for (x) filings, registrations and recordings necessary to perfect Liens created under the Loan Documents and (y) such as have been obtained or made and are in full force and effect, (bii) will not violate any Requirements applicable law or regulation or the charter, by laws or other organizational documents of Law applicable to the Borrower or any of its the Subsidiaries or any judgment, order or ruling of any Governmental Authority, (ciii) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of its the Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries the Subsidiaries, and (div) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except the Subsidiaries (other than Liens (if any) created under the Loan Documentsexpressly permitted by Section 7.2).

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower each Loan Party of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except (i) those as have been obtained or made and are in full force and effecteffect and (ii) filings necessary to perfect and maintain the perfection of the Liens created by the Collateral Documents, (b) will not violate the Organization Documents of any Requirements of Loan Party or any Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower Borrowers of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries Loan Parties or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower any Loan Parties or any of its Subsidiaries or any of its their assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Loan Parties and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesLoan Party, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower Borrowers of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower Borrowers or any of its their Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower Borrowers or any of its their Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower Borrowers or any of its their Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower Borrowers or any of its Subsidiariestheir Subsidiaries , except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements applicable material law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower each Loan Party of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except (i) those as have been obtained or made and are in full force and effecteffect and (ii) filings necessary to perfect and maintain the perfection of the Liens created under the Collateral Documents, (b) will not violate the Organization Documents of any Requirements of Loan Party or any Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower Borrowers of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except (i) those as have been obtained or made and are in full force and effecteffect and (ii) recordings and filings in connection with the Liens granted to the Administrative Agent under the Security Documents, (b) will not violate any Requirements of Law applicable to the Borrower Borrowers or any of its their Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a breach or default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets Material Agreement or give rise to a right thereunder to require any payment to be made by the Borrower Borrowers or any of its their Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower Borrowers or any of its their Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and have been disclosed to the Lenders to their reasonable satisfaction, and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower Company or any of its the Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower Company or any of its the Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any of its Subsidiaries the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its the Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those (i) the filing of financing statements and other documents contemplated by Section 3.6 (and appropriate amendments and continuations of financing statements that may be required under the Code to maintain the perfection and priority of the Liens of the Agent on the Collateral) and (ii) such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements Requirement of Law applicable to or the Organizational Documents of the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental AuthorityAuthority applicable to any of them, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Borrower, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any (other than Liens in favor of its Subsidiaries, except Liens (if any) created under the Loan DocumentsAgent).

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under the Indenture or any other indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsPermitted Liens.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by Transactions ------------------------------------ affecting the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements Contractual Obligation or applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on upon the Borrower or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower Lessee of this AgreementMaster Agreement and each other Operative Document to which it is a party, and by each Loan Party Obligor of the other Loan Operative Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements applicable law, rule or regulation or the charter, bylaws or other organizational documents of Law applicable to the Borrower Lessee or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower Lessee or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower Lessee or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower Lessee or any of its Subsidiaries, except Liens (if any) created under the Loan Operative Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indentureindenture (subject to Section 10.17), material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan DocumentsSubsidiaries prohibited hereunder.

Governmental Approvals; No Conflicts. (a) The Transactions, the build-out, maintenance, installation and operation of the Network, the development of the Project and the execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Project Documents to which it is a party (ai) do not require any consent or approval of, registration or filing with, or any action by, any material Governmental AuthorityApprovals, except those (A) such as have been obtained or made and are in full force and effect, (bB) filings necessary to perfect Liens created under the Security Documents, (C) the Governmental Approvals described on Schedules 3.03 and 3.19 and (D) any Permitted Additional Governmental Approvals, (ii) will not violate any Requirements applicable law or regulation or the charter, by-laws or other organizational documents of Law applicable to the Borrower any Loan Party or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (ciii) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower upon any Loan Party or any of its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by any Loan Party (except in respect of Existing AT&T Financings prior to the Borrower or any of its Subsidiaries Effective Date), and (div) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesLoan Party, except Liens (if any) created under the Loan DocumentsSecurity Documents and Permitted Encumbrances.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those such as have been obtained or made and are in full force and effect, (b) will not violate (i) any Requirements applicable law or regulation in any material respect or (ii) the charter, by-laws or other organizational documents of Law applicable to the any Borrower or any of its Subsidiaries Subsidiary or (iii) any judgment, order or ruling of any Governmental AuthorityAuthority in any material respect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the upon any Borrower or any of Subsidiary or its Subsidiaries or any of its assets assets, or give rise to a right thereunder to require any payment to be made by the any Borrower or any of its Subsidiaries Subsidiary, to the extent that such violation, default or right to require a payment could reasonably be expected, to have Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of the any Borrower or any of its Subsidiaries, except Liens (if any) created under Subsidiary other than pursuant to the Loan Documents.