Common use of Approvals; No Conflicts Clause in Contracts

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not reasonably be expected to have a Material Adverse Effect and (iii) the filing of any required document with the SEC, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent Guarantor or any other Credit Party or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor or any other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor or any other Credit Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent Guarantor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained obtained, taken, given or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreementeffect, (ii) those third party approvals or consents whichrecordings and filings necessary to perfect the Liens created pursuant to the Loan Documents, if not made or obtained, would not cause a Default hereunder or could not reasonably be expected to have a Material Adverse Effect and (iii) filings made or to be made in the filing ordinary course of any required document with the SECbusiness, (b) will not (i) violate any applicable law Governmental Requirement or regulation or the charter, by-laws or other organizational documents (ii) violate any Organizational Documents of the Parent Guarantor Borrower or any other Credit Party Guarantor or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Parent Guarantor Borrower or any other Credit Party Guarantor or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Credit Party Guarantor, and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Borrower or any other Credit Party Guarantor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not reasonably be expected to have a Material Adverse Effect and Effect, (iii) the filing of any required document with the SECSEC and (iv) such consents, approvals, registrations, filings and actions as may be necessary in connection with the grant of Liens on any Properties that are under the jurisdiction of the Bureau of Indian Affairs, any tribal authority or any similar Governmental Authority or third Person, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Parent Guarantor or any other Credit Party or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse Effect, Effect and (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor or any other Credit Party or its Properties, Properties or give rise to a right thereunder to require any payment to be made by any such Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor or any other Credit Party (other than the Liens created by the Loan Documents), except to the extent such violation, default or Lien under this clause (c) could not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor Company or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Note Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect effect, other than (i) the recording and filing of the Security Instruments Documents as required by this Agreementthe Indenture, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Note Documents and (iii) the filing of any required document with the SECCommission, (b) will do not violate any applicable law or regulation in any material respect or the charter, by-laws or other organizational documents of the Parent Company, except any such violation that has been waived prior to the Closing Date, or the Subsidiary Guarantor or any other Credit Party or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, material agreement or other instrument evidencing Material Indebtedness binding upon the Parent Company or the Subsidiary Guarantor or any other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Credit Party the Company or the Subsidiary Guarantor and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Company or the Subsidiary Guarantor or any other Credit Party (other than the Liens created by the Loan Note Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect and (iii) or do not have an adverse effect on the filing enforceability of any required document with the SECLoan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent Guarantor Borrower or any other Credit Party Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Borrower or any other Credit Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any the Borrower or such Credit Party Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Borrower or any other Credit Party Subsidiary (other than the Liens created by the Loan Documents).. 47 DUNE ENERGY, INC. CREDIT AGREEMENT

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent Guarantor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect and (iii) or do not have an adverse effect on the filing enforceability of any required document with the SECLoan Documents, (b) will not violate any applicable law or regulation in any material respect or the charter, by-laws bylaws or other organizational documents of the Parent Guarantor Borrower or any other Credit Party Subsidiary in any respect or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse Effectin any material respect, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing in respect of Material Indebtedness Debt binding upon the Parent Guarantor Borrower or any other Credit Party Subsidiary or its any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, (d) will not violate in any material respect or result in a default under any indenture, agreement or other instrument (other than those in respect of Material Debt) binding upon the Borrower or any Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Credit Party Subsidiary, and (de) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Borrower or any other Credit Party Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor any Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this AgreementAgreement and, (ii) release of existing Liens and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect and (iii) or do not have an adverse effect on the filing enforceability of any required document with the SECLoan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent Guarantor any Borrower or any other Credit Party Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor any Borrower or any other Credit Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Borrower or such Credit Party Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor any Borrower or any other Credit Party Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders members or any class of directorsmanagers, whether interested or disinterested, of the Parent Guarantor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) the filing of any consents by, required document notices to, or other actions by state and federal governmental entities in connection with the SECassignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Parent Guarantor Borrower or any other Credit Party Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Borrower or any other Credit Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any the Borrower or such Credit Party Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Borrower or any other Credit Party Subsidiary (other than the Liens created by the Loan DocumentsDocuments and the Liens created under the Second Lien Loan Documents to the extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) those third party approvals or consents or filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect and (iii) do not have an adverse effect on the filing enforceability of any required document with the SECLoan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent Guarantor Borrower or any other Credit Party Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Borrower or any other Credit Party Subsidiary or its the Borrower’s or such Subsidiary’s Properties, or give rise to a right thereunder to require any payment to be made by any the Borrower or such Credit Party Subsidiary and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any Property of the Parent Guarantor Borrower or any other Credit Party (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor Company or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Transaction Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) those third party approvals or consents listed on Schedule 4.3 which, if not made or obtained, would not cause a Default hereunder or Event of Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Transaction Documents and (iiiexcept for any Governmental Authorizations, approvals or consents set forth on Schedule 3.1(f) of the filing of any required document with the SECAcquisition Agreement, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent Guarantor Company or any other Credit Party Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Company or any other Credit Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Company or such Credit Party Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Company or any other Credit Party Subsidiary (other than Liens securing the Liens created by the Loan DocumentsSenior Credit Facility and all obligations thereunder).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor each Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect and (iii) or do not have an adverse effect on the filing enforceability of any required document with the SECLoan Documents, (b) Energy Resources 12 Operating Company, llc Energy Resources 12, L.P. Credit Agreement will not violate any applicable law or regulation or the charter, regulations, by-laws or other organizational documents of the Parent Guarantor Borrowers or any other Credit Party Subsidiary of the Borrowers, (c) will not violate, in any material respect, any applicable law, regulation or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (cd) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Borrowers or any other Credit Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any the Borrowers or such Credit Party Subsidiary and (de) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Borrowers or any other Credit Party Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders the members or any class of directorsdirectors of the Borrower or any other Person, whether interested or disinterested, of the Parent Guarantor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions Transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreementeffect, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not reasonably be expected to have a Material Adverse Effect and (iii) the filing of any required document documents with the SEC, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent Guarantor Borrower or any other Credit Party of its Restricted Subsidiaries or any order of any Governmental Authority which violation (except for such violations that would reasonable not reasonably be expected to have a Material Adverse Effect), (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Borrower or any Guarantor or any other Credit Party or its their Properties, or give rise to a right thereunder to require any payment to be made by any the Borrower or such Credit Party Guarantor and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Borrower or any other Credit Party of its Restricted Subsidiaries (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) the filing of any required document with the SEC, (b) will do not violate any applicable law or regulation in any material respect or the charter, by-laws or other organizational documents of the Parent Guarantor or any other Credit Party the Borrower or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, material agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor or any other Credit Party the Borrower or its Properties, or give rise to a right thereunder to require any payment to be made by any such Credit Party the Parent Guarantor or the Borrower and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor or any other Credit Party the Borrower (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent Guarantor Guarantor, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments and financing statements as required by this Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not reasonably be expected to have a Material Adverse Effect and (iii) the filing of any required document with the SEC, (b) will not violate any applicable law or regulation or the charter, by-laws bylaws, limited liability company agreements or other organizational documents of the Parent Guarantor Guarantor, the Borrower or any other Credit Party Restricted Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, and (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Guarantor, the Borrower or any other Credit Party Restricted Subsidiaries or its their Properties, or give rise to a right thereunder to require any payment to be made by the Parent Guarantor, the Borrower or any such Credit Party Restricted Subsidiaries and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Guarantor, the Borrower or any other Credit Party Restricted Subsidiaries (other than the Liens created by the Loan Documents).Documents).82

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the filing closing of any required document with the SECan acquisition of Oil & Gas Properties, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent Guarantor Parent, the Borrower or any other Credit Party Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Parent, the Borrower or any other Credit Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any the Parent, the Borrower or such Credit Party and Subsidiary, (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Parent, the Borrower or any other Credit Party Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) except to the extent the approval or consent of the Department of the Interior, United States of America or similar Governmental Authority, as the case may be, is required by applicable law or regulation to the transfer or assignment of an interest in any of the Mortgaged Property, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders holders of Equity Interests or any class of directors, managers, or supervisors, as applicable, whether interested or disinterested, of the Parent Guarantor Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments and financing statements as required by this Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not reasonably be expected to have a Material Adverse Effect and (iii) the filing of any required document with the SEC, (b) will not violate any applicable law or regulation or the charter, by-laws laws, limited partnership agreement, limited liability company agreements or other organizational documents of the Parent Guarantor Borrower or any other Credit Party Restricted Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Parent, the Borrower, or any other Credit Party Restricted Subsidiary or its their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, or any such Credit Party Restricted Subsidiary, and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Parent, the Borrower, or any other Credit Party Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and or filing of the Security Instruments and related financing statements as required by this Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect and do not have an adverse effect on the enforceability of the Loan Documents, (iii) routine filings related to the filing Loan Parties and the operation of any required document their respective businesses and (iv) filings as may be necessary in connection with the SECexercise of remedies, (b) will not violate any applicable material law or regulation or the charter, by-laws or other organizational documents of the Parent Guarantor Borrower or any other Credit Party Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Borrower or any other Credit Party Subsidiary or its their respective Properties, or give rise to a right thereunder to require any payment to be made by any the Borrower or such Credit Party Subsidiary and (d) except as contemplated by this Agreement and the Second Lien Loan Documents will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Borrower or any other Credit Party (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) those third party approvals or consents or filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect and (iii) or do not have an adverse effect on the filing enforceability of any required document with the SECLoan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent Guarantor Borrower or any other Credit Party Restricted Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Borrower or any other Credit Party Restricted Subsidiary or its the Borrower’s or such Restricted Subsidiary’s Properties, or give rise to a right \ thereunder to require any payment to be made by any the Borrower or such Credit Party Restricted Subsidiary (except as contemplated by Section 6.01(n)) and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any Property of the Parent Guarantor Borrower or any other Credit Party (other than the Liens created by the Loan Documents)Restricted Subsidiary.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor Company or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Note Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments Documents as required by this Agreementthe Indenture, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Note Documents and (iii) the filing of any required document with the SECCommission, (b) will do not violate any applicable law or regulation in any material respect or the charter, by-laws or other organizational documents of the Parent Company or the Subsidiary Guarantor or any other Credit Party or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, material agreement or other instrument evidencing Material Indebtedness binding upon the Parent Company or the Subsidiary Guarantor or any other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Credit Party the Company or the Subsidiary Guarantor and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Company or the Subsidiary Guarantor or any other Credit Party (other than the Liens created by the Loan Note Documents).

Approvals; No Conflicts. The Transactions (a) i. do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders members of the Borrower, members, shareholder or any class of directors, whether interested or disinterested, of the Parent Guarantor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) 1. the recording and filing of the Security Instruments as required by this Agreement, (ii) Agreement and 2. those third party approvals or consents whichthat, if not made or obtained, would not cause a Default hereunder or hereunder, could not reasonably be expected to have a Material Adverse Effect and (iii) or do not have an adverse effect on the filing enforceability of any required document with the SECLoan Documents, (b) ii. will not violate any applicable law or regulation or the charter, by-laws organizational or other organizational formation documents of the Parent Guarantor Parent, the Borrower or any other Credit Party Subsidiary or any order of any Governmental Authority which violation would reasonable be expected to have a Material Adverse EffectAuthority, (c) iii. will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Parent Guarantor Parent, Borrower or any other Credit Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any the Parent, Borrower or such Credit Party Subsidiary and (d) iv. will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor Parent, Borrower or any other Credit Party Subsidiary (other than the Liens created by the Loan Documents).