Common use of No Conflict; Government Consent Clause in Contracts

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii) any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party the Borrower or (ii) any Loan Party’s of its Subsidiaries or the Borrower's or any Subsidiary's articles of incorporation or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, laws or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which the Borrower or any Loan Party of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of such Loan Party the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party authorize, or is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party the Borrower or any Restricted Subsidiary or (ii) the Borrower’s or any Loan PartyRestricted Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which the Borrower or any Loan Party Restricted Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property property of such Loan Party the Borrower or a Restricted Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party authorize, or is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party the Borrower or (ii) any Loan Party’s the Borrower's articles of incorporation or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws (or any comparable constitutive laws, rules or operating regulations) or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or material agreement to which the Borrower or any Loan Party of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of such Loan Party the Borrower or a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, authorization or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, Governmental Authority is required to be obtained by any Loan Party authorize, or is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents, except (i) such as have been made or obtained as set forth on Schedule 5.3 or (ii) such as set forth on Schedule 5.3 hereto which have not been obtained or made and which are immaterial.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii) any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indentureindenture (including, without limitation, the 2010 Parent Indenture), instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except for (i) filing of amendments to Mortgages and UCC financing statements to be filed on or immediately after the Effective Date and (ii) routine approvals required in connection with the performance by the Loan Parties of their businesses.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party the Borrower or (ii) any Loan Party’s of its Subsidiaries or the Borrower's or any Subsidiary's articles of incorporation or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, laws or operating comparable constitutive documents or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which the Borrower or any Loan Party of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien (other than any Lien permitted by Section 6.14) in, of or on the Property of such Loan Party the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for any such violation, conflict or default as would not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party authorize, or is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a partythis Amendment, nor the consummation of the transactions therein herein contemplated, nor compliance with the provisions thereof hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or Party, (ii) any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documentsthis Amendment, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations obligations hereunder or the legality, validity, binding effect or enforceability of any of the Loan Documentshereof.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party such Subsidiary of the Loan Documents to which it is a partyTransaction Documents, nor the consummation of the other transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party Subsidiary or (ii) any Loan Party’s such Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any Loan Party such Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Partysuch Subsidiary, is required to be obtained by any Loan Party such Subsidiary in connection with the execution and delivery of the Loan Transaction Documents, the borrowings under this the Credit Agreement, the payment and performance by the Loan Parties such Subsidiary of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Transaction Documents.

No Conflict; Government Consent. Neither the execution and delivery -------------------------------- by any Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party the Borrower or (ii) any Loan Party’s of its Subsidiaries or the Borrower's or any Subsidiary's articles of incorporation or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, laws or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which the Borrower or any Loan Party of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of such Loan Party the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, Governmental Agency is required to be obtained by any Loan Party authorize, or is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii) any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indentureindenture (including, without limitation, the Parent Indentures), instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except for (i) filing of amendments to Mortgages and UCC financing statements to be filed on or immediately after the Effective Date and (ii) routine approvals required in connection with the performance by the Loan Parties of their businesses.

No Conflict; Government Consent. (a) Neither the execution and delivery by any Loan such Credit Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or Credit Party, (ii1) any Loan such Credit Party’s bylaws, articles or certificate of incorporation, partnership agreement, certificate of partnership, operating agreement or other management agreement, articles or certificate of organization, by-laws, or operating organization or other management agreementsimilar formation, organizational or governing documents, instruments and agreements, as the case may be, or (iii2) the provisions of any material indenture, instrument or agreement to which any Loan such Credit Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute except in the case of clauses (i) and (iii) where such violation would not reasonably be expected to have a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreementMaterial Adverse Effect. (b) No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Credit Party, is required to be obtained by any Loan such Credit Party in connection with the execution and delivery of the Loan DocumentsDocuments to which it is a party, the borrowings under this Agreementthe Loan Documents, the payment and performance by the Loan Parties such Credit Party of the its Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.Documents to which it is a party. Section 5.04

No Conflict; Government Consent. Neither the execution and delivery by the Borrowers of this Agreement or any Loan Party of the Loan Documents to which it is a partyNote, nor the consummation of the transactions therein contemplatedcontemplated hereby, nor compliance with the provisions thereof hereof, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party either Borrower or any Subsidiary or (ii) any Loan Party’s either Borrower's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, or operating or other management agreement, as the case may be, laws or (iii) the provisions of any material indenture, instrument or agreement to which either Borrower or any Loan Party Subsidiary is a party or is subject, or by which iteither Borrower or any Subsidiary, or its any of their respective Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the any Property of such Loan Party either Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, authorization or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which that has not been obtained by a Loan Party, the Borrowers is required to be obtained by any Loan Party the Borrowers in connection with the execution and delivery of the Loan Documentsthis Agreement or any Note, the borrowings under this Agreement, the payment and performance by the Loan Parties Borrowers of the Obligations or the legality, validity, binding effect or enforceability of this Agreement or any of the Loan DocumentsNote.

No Conflict; Government Consent. Neither the execution and delivery by any the Loan Party Parties of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party any Group Member or (ii) any Loan PartyGroup Member’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management organizational agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement Contractual Obligation to which any Loan Party Group Member is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default could not reasonably be expected to have a Material Adverse Effect, or result in, or require, the creation or imposition of any Lien in, of in or on the Property of such Loan Party any Group Member pursuant to the terms of any such indenture, instrument or agreementContractual Obligation. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by a any Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the any Loan Parties Party of the Obligations or the legality, validity, binding effect or or, subject to Section 8.16 of the Guarantee and Collateral Agreement, enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any each Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or any of its Subsidiaries or (ii) any the Loan Party’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreementagreement or organizational documents, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any such Loan Party or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a such Loan Party, is required to be obtained by any such Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the such Loan Parties Party of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower of this Agreement or any Loan Party of the Loan Documents to which it is a partyNote, nor the consummation of the transactions therein contemplatedcontemplated hereby, nor compliance with the provisions thereof hereof, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party the Borrower or any Subsidiary or (ii) any Loan Party’s the Borrower's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, or operating or other management agreement, as the case may be, laws or (iii) the provisions of any material indenture, instrument or agreement to which the Borrower or any Loan Party Subsidiary is a party or is subject, or by which itthe Borrower or any Subsidiary, or its any of their respective Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the any Property of such Loan Party the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, authorization or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Partythe Borrower, is required to be obtained by any Loan Party the Borrower in connection with the execution and delivery of the Loan Documentsthis Agreement or any Note, the borrowings under this Agreement, the payment and performance by the Loan Parties Borrower of the Obligations or the legality, validity, binding effect or enforceability of this Agreement or any of the Loan DocumentsNote.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii) any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (iib) any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any material indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii) any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except for (i) filing of amendments to Mortgages and UCC financing statements to be filed on or immediately after the Effective Date and (ii) routine approvals required in connection with the performance by the Loan Parties of their businesses.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii) any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsby‑laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except for (i) filing of amendments to Mortgages and UCC financing statements to be filed on or immediately after the Effective Date and (ii) routine approvals required in connection with the performance by the Loan Parties of their businesses.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (iib) any Loan Party’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any material indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.. A&R CREDIT AGREEMENT

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a partythis Fourth Amendment, nor the consummation of the transactions therein herein contemplated, nor compliance with the provisions thereof hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or Party, (ii) any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documentsthis Fourth Amendment, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations obligations hereunder or the legality, validity, binding effect or enforceability of any of the Loan Documentshereof.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii) any Loan Party’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except for such orders, consents, adjudications, etc., which, if not obtained, would not reasonably be expected to have a Material Adverse Effect.