Common use of No Conflict; Government Consent Clause in Contracts

No Conflict; Government Consent. Neither the execution and delivery by such Designated Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Designated Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Borrower or any of its Subsidiaries or such Designated Borrower’s or any of its Subsidiaries’ memoranda or articles of association or the provisions of any indenture, instrument or agreement to which such Designated Borrower 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 the creation or imposition of any lien in, of or on the property of such Designated Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the its execution and delivery by such Designated Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor its compliance by such Designated Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Borrower it or any of its Subsidiaries or such Designated Borrower’s the articles, certificate or charter of incorporation or by-laws or other organizational or constitutional documents of it or any of its Subsidiaries’ memoranda or articles of association Subsidiaries or the provisions of any indenture, instrument or agreement to which such Designated Borrower it or any of its Subsidiaries is a party or is subject, or by which it, it or its property, Property is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any lien Lien in, of or on the property Property of such Designated Borrower it or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement agreement, in any such case which violation, conflict, default, creation or imposition would has not had or could not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, with or exemption by, any Governmental Authority governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the with, its execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as Documents to which it is a party other than those the absence of which has not had or could not reasonably be expected to have been obtained or madea Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by such Designated Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Designated Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Subsidiary Borrower or any of its Subsidiaries or such Designated Subsidiary Borrower’s 's or any of its Subsidiaries’ ' memoranda or articles of association or the provisions of any indenture, instrument or agreement to which such Designated Subsidiary Borrower 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 the creation or imposition of any lien in, of or on the property of such Designated Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on such Subsidiary Borrower. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority governmental agency is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the execution and delivery by such Designated Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Designated Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Subsidiary Borrower or any of its Subsidiaries or such Designated Subsidiary Borrower’s 's or any of its Subsidiaries’ ' memoranda or articles of association or the provisions of any indenture, instrument or agreement to which such Designated Subsidiary Borrower 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 the creation or imposition of any lien in, of or on the property of such Designated Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the its execution and delivery by such Designated Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor its compliance by such Designated Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Borrower it or any of its Subsidiaries or such Designated Borrower’s the articles, certificate or charter of incorporation or by-laws or other organizational documents of it or any of its Subsidiaries’ memoranda or articles of association Subsidiaries or the provisions of any indenture, instrument or agreement to which such Designated Borrower it or any of its Subsidiaries is a party or is subject, or by which it, it or its property, Property is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any lien Lien in, of or on the property Property of such Designated Borrower it or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement agreement, in any such case which violation, conflict, default, creation or imposition would has not had or could not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, with or exemption by, any Governmental Authority governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the with, its execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as Documents to which it is a party other than those the absence of which has not had or could not reasonably be expected to have been obtained or madea Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by such Designated Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Designated Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Subsidiary Borrower or any of its Subsidiaries or such Designated Subsidiary Borrower’s or any of its Subsidiaries’ memoranda or articles of association or the provisions of any indenture, instrument or agreement to which such Designated Subsidiary Borrower 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 the creation or imposition of any lien in, of or on the property of such Designated Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the execution and delivery by such Designated Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Designated Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Subsidiary Borrower or any of its Subsidiaries or such Designated Subsidiary Borrower’s or any of its Subsidiaries’ memoranda of association or articles or certificate of association incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Designated Subsidiary Borrower 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 the creation or imposition of any lien Lien in, of or on the property of such Designated Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority governmental agency is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, Documents except for such as have been obtained or mademade and are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by such Designated the Borrower or the Parent Entities of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Designated Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Borrower the Borrower, the Parent Entities, or any of its Borrower’s Subsidiaries or such Designated the Borrower’s ’s, Parent Entities’ or any of its Subsidiaries’ memoranda or Subsidiary’s articles of association incorporation, operating agreements, partnership agreement, or by-laws, or the provisions of any indenture, instrument or agreement to which such Designated Borrower the Borrower, the Parent Entities or any of its Borrower’s Subsidiaries is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any lien Lien in, of or on the property Property of such Designated Borrower the Borrower, Parent Entity or any of its Subsidiaries a Subsidiary pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as have been obtained or madeDocuments other than the filing of a copy of this Agreement.

No Conflict; Government Consent. Neither the execution and delivery by such Designated the Borrower or any of its Subsidiaries of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Designated Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated the Borrower or any of its Subsidiaries or such Designated the Borrower’s 's or any of its Subsidiaries’ memoranda or Subsidiary's articles of association incorporation or by-laws (or any comparable constitutive laws, rules or regulations) or the provisions of any material indenture, instrument or material agreement to which such Designated the Borrower or any of its Subsidiaries 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 the creation or imposition of any lien Lien in, of or on the property Property of such Designated the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, approval, license, authorization, authorization or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for (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 mademade and which are immaterial.

No Conflict; Government Consent. Neither the execution and delivery by such Designated the Borrower or the Parent Entities of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Designated Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Borrower the Borrower, the Parent Entities, or any of its Borrower's Subsidiaries or such Designated the Borrower’s 's, Parent Entities' or any of its Subsidiaries’ memoranda or Subsidiary's articles of association incorporation, operating agreements, partnership agreement, or by-laws, or the provisions of any indenture, instrument or agreement to which such Designated Borrower the Borrower, the Parent Entities or any of its Borrower's Subsidiaries is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any lien Lien in, of or on the property Property of such Designated Borrower the Borrower, Parent Entity or any of its Subsidiaries a Subsidiary pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as have been obtained or madeDocuments other than the filing of a copy of this Agreement.

No Conflict; Government Consent. Neither the execution and delivery by such Designated Borrower the Borrowers of the Loan Documents to which it is a partyCredit Documents, nor the consummation by it of the transactions therein contemplated to be consummated by itprovided for therein, nor compliance by such Designated Borrower with the provisions thereof thereof, will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Borrower the Borrowers or any of its their Significant Subsidiaries or such Designated Borrower’s the Borrowers’ or any of its their Significant Subsidiaries’ memoranda certificate or articles of association incorporation or by-laws or the provisions of any indenture, instrument or agreement to which such Designated Borrower the Borrowers or any of its their Significant Subsidiaries is a party are parties or is are subject, or by which itthey, or its propertytheir Property, is are bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any lien Lien in, of or on the property Property of such Designated Borrower the Borrowers or any of its their Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement agreement, other than such violations, conflicts or defaults which, individually or in any such case which violationthe aggregate, conflict, default, creation or imposition would could not reasonably be expected to have a Material Adverse Effect. No order, consent, notice, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Credit Documents, except for such as would not have been obtained or madea Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by such Designated Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Designated Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Subsidiary Borrower or any of its Subsidiaries or such Designated Subsidiary Borrower’s or any memoranda of its Subsidiaries’ memoranda association or articles or certificate of association incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Designated Subsidiary Borrower 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 the creation or imposition of any lien Lien in, of or on the property of such Designated Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority governmental agency is required to authorize, or is required to be made by such Subsidiary Borrower in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, Documents except for such as have been obtained or mademade and are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by such Designated each of the Borrower and each Guarantor of the Loan Documents to which it is a party, nor the issuance of the 2020 Subordinated Notes, nor the refinancing of the Existing Subordinated Notes (including the Tender Offer and redemption related to the Existing Subordinated Notes), nor the consummation by it of the transactions therein contemplated to be consummated by itin the Loan Documents, nor compliance by such Designated Borrower with the provisions thereof will (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Requirements of Law applicable to the Borrower or any of its Subsidiaries or such Designated Borrower’s Subsidiary or any judgment, order or ruling of its Subsidiaries’ memoranda or articles of association or any Governmental Authority, (b) violate the provisions of any indenture, instrument or agreement to which such Designated the Borrower or any of its Subsidiaries Subsidiary is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, except to the extent such violation could not individually or result in the creation or imposition of any lien in, of or on the property of such Designated Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not aggregate reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on the Property of the Borrower or any Subsidiary other than the Liens created under the Loan Documents. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority Authority, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the execution and delivery by such Designated Borrower the Borrowers of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Designated Borrower with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Borrower the Company or any of its Subsidiaries or such Designated Borrower’s (ii) the Company's or any Subsidiary's articles or certificate of its Subsidiaries’ memoranda incorporation or articles of association by-laws, or (iii) the provisions of any material indenture, instrument or agreement to which such Designated Borrower the Company or any of its Subsidiaries 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 in, or require, the creation or imposition of any lien Lien in, of or on the property Property of such Designated Borrower the Company or any of its Subsidiaries a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effectagreement. 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 Authority governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Company or any of its Subsidiaries, is required to authorize, be obtained by the Company or is required any of its Subsidiaries in connection with the executionexecution and delivery of the Loan Documents, delivery the borrowings under this Agreement, the payment and performance of, by the Borrowers of the Obligations or the legality, validity, binding effect or enforceability of, of any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the execution and delivery by such Designated Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Designated Borrower with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Borrower or any of its Subsidiaries or (ii) such Designated Borrower’s or any Subsidiary’s articles or certificate of its Subsidiaries’ memoranda incorporation, partnership agreement, certificate of partnership, articles or articles certificate of association organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of the New Illinois Agreement or any indenture, any material instrument or any material agreement to which such Designated Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with with, or constitute a default thereunderunder, or result in in, or require, the creation or imposition of any lien Lien in, of or on the property Property of such Designated Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of of, the New Illinois Agreement or any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effectagreement. 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 Authority governmental or public body or authority, or any subdivision thereof, which has not been obtained by such Borrower or any of its Subsidiaries, is required to authorize, be obtained by such Borrower or is required any of its Subsidiaries in connection with the executionexecution and delivery of the Loan Documents, delivery the borrowings and issuances of Letters of Credit under this Agreement, the payment and performance of, by such Borrower of the Obligations or the legality, validity, binding effect or enforceability of, of any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the execution and delivery by such Designated Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Designated Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Subsidiary Borrower or any of its Subsidiaries or such Designated Subsidiary Borrower’s or any memoranda of its Subsidiaries’ memoranda association or articles or certificate of association incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Designated Subsidiary Borrower 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 the creation or imposition of any lien Lien in, of or on the property of such Designated Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority governmental agency is required to authorize, or is required to be made by such Subsidiary Borrower in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, Documents except for such as have been obtained or made.made and are in full force and effect. [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]]

No Conflict; Government Consent. Neither the execution and delivery by such Designated Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Designated Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Subsidiary Borrower or any of its Subsidiaries or such Designated Subsidiary Borrower’s 's or any of 66 76 its Subsidiaries’ ' memoranda or articles of association or the provisions of any indenture, instrument or agreement to which such Designated Subsidiary Borrower 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 the creation or imposition of any lien in, of or on the property of such Designated Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the execution and delivery by such Designated Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Designated Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Borrower or any of its Subsidiaries or such Designated Borrower’s or any of its Subsidiaries’ memoranda or articles of association or the provisions of any indenture, instrument or agreement to which such Designated Borrower 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 the creation or imposition of any lien in, of or on the property of such Designated Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or 88 67484784_8 exemption by, any Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the execution and delivery by such Designated the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Designated Borrower with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated the Borrower or any of its Subsidiaries or such Designated Subsidiaries, (ii) the Borrower’s 's or any of its Subsidiaries’ memoranda or Subsidiary's articles of association incorporation or by-laws or (iii) the provisions of any indenture, instrument or agreement to which such Designated the Borrower or any of its Subsidiaries 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 the creation or imposition of any lien Lien in, of or on the property Property of such Designated the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of any such indenture, instrument or agreement agreement, other than, in the case of the foregoing clause (iii), any such case which violationviolations or defaults that, conflictsingly or in the aggregate, default, creation or imposition would could not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Subsidiary, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the its execution and delivery by such Designated Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor its compliance by such Designated Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Designated Borrower it or any of its Subsidiaries or such Designated Borrower’s the articles, certificate or charter of incorporation or by-laws or other organizational or constitutional documents of it or any of its Subsidiaries’ memoranda or articles of association Subsidiaries or the provisions of any indenture, instrument or agreement to which such Designated Borrower it or any of its Subsidiaries is a party or is subject, or by which it, it or its property, Property is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any lien Lien in, of or on the property Property of such Designated Borrower it or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement agreement, in any such case which violation, conflict, default, creation or imposition would has not had or could not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, with or exemption by, any Governmental Authority governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the with, its execution, 36 delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except for such as Documents to which it is a party other than those the absence of which has not had or could not reasonably be expected to have been obtained or madea Material Adverse Effect.