Common use of Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc Clause in Contracts

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower of the Loan Documents, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval relating to such Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (or similar formation document for any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such Borrower, (iv) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower is a party or by which any of its properties may be bound or any Governmental Approval relating to such Borrower, which could reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower or (vi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each the Borrower and its Restricted Subsidiaries of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval or violate any Applicable Law relating to such the Borrower or any of its Restricted Subsidiaries where the failure to obtain such Governmental Approval or such violation of Applicable Law could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of the Borrower or any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such Borrowerits Restricted Subsidiaries, (iviii) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Borrower, which Person that could reasonably be expected to have a Material Adverse Effect, (viv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Liens arising under the Loan Documents and Permitted Liens or (viv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which that have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse EffectEffect and other than consents or filings under the UCC.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower Credit Party and each Material First-Tier Foreign Subsidiary of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval relating to such Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) or violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a any Credit Party or any Material Adverse EffectFirst-Tier Foreign Subsidiary, (iiib) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Credit Party or any Material First-Tier Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerSubsidiary, (ivc) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson except to the extent that any such conflict, which breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (vd) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Liens arising under the Loan Documents or (vie) require any consent or authorization of, filing withwith (other than filings required to be made with the SEC), or other act in respect of, an arbitrator or Governmental Authority Authority, and no consent or approval of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings (i) consents or other acts or consents which approvals that have been obtained or made and that are still in full force and effect or for which the failure to obtain third party approvals or make consents which, if not made or obtained could not reasonably be expected to have a Material Adverse EffectEffect and (ii) consents, recordings or filings with respect to the Security Document as specified therein.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each the Borrower of the Loan Documents, in accordance with their respective termsDocuments to which it is a party, the Extensions of Credit Loans hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval relating to such Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) or violate any Applicable Law relating to such the Borrower except where such violation could not reasonably be expected to have a Material Adverse Effector any Subsidiary, (iiiii) conflict with, result in a breach of or constitute a default under the articles certificate of incorporation (formation, bylaws or similar formation document for other organizational documents of the Borrower or any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerSubsidiary, (iviii) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson; provide that, which with respect to this subsection (iii) only, except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect, (viv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person or (viv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consentsAgreement, authorizations, filings except such consents or other acts or consents which authorizations that have already been obtained or made and are in full force and effect or for which where the failure to obtain such consent or make authorization could not reasonably be expected to have a Material Adverse Effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower of the Loan Documents, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval relating to such Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Averse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (or similar formation document for any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such Borrower, (iv) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower is a party or by which any of its properties may be bound or any Governmental Approval relating to such Borrower, which could reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower or (vi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each the Borrower of the Loan Documents, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval relating to such the Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such the Borrower except where such violation could not reasonably be expected to have a Material Adverse Averse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (or similar formation document for any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such the Borrower, (iv) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such the Borrower is a party or by which any of its properties may be bound or any Governmental Approval relating to such the Borrower, which could reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such the Borrower or (vi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower Loan Party of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit Loans hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval or violate any Applicable Law relating to such Borrower any Loan Party where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerLoan Party, (iviii) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson, which could reasonably be expected to have a Material Adverse EffectEffect or as set forth on Schedule 4.6, (viv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Liens arising under the Loan Documents or (viv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (A) consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect, (B) consents or filings under the UCC, (C) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (D) as may be required with respect to vehicles registered under a certificate of title.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower of the Loan Documents, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval relating to such Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse AverseAdverse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (or similar formation document for any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such Borrower, (iv) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower is a party or by which any of its properties may be bound or any Governmental Approval relating to such Borrower, which could reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower or (vi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower Credit Party of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Revolving Credit Loans hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval relating to (or, if required, such Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (iiapproval has been obtained) or violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effectany Credit Party, (iiib) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerCredit Party, (ivc) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Borrower, which Person except to the extent such violation could not reasonably be expected to have a Material Adverse Effect, (vd) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Permitted Liens or (vie) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents which that have been obtained or made and are in full force and effect or for which the failure to obtain or make could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (ii) consents or filings under the UCC.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower Credit Party of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to such Borrower any Credit Party where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iiib) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerCredit Party, (ivc) conflict with, result in a breach of or constitute a default under (x) the ABL Facility Documentation or (y) any other indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson, which could which, in the case of clause (y), could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (vd) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Permitted Liens or (vie) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and the United States Patent and Trademark Office or the Canadian equivalent, (iv) Mortgages and (v) consents or filings made or obtained and in full force and effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower Credit Party and each Subsidiary thereof of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to such Borrower any Credit Party or any Subsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iiib) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Foreign Borrower) Credit Party or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerSubsidiary thereof, (ivc) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson, which could could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (vd) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Permitted Liens or (vie) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each the Borrower of the Loan Documents, ­ in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval relating to such the Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such the Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (or similar formation document for any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such the Borrower, (iv) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such the Borrower is a party or by which any of its properties may be bound or any Governmental Approval relating to such the Borrower, which could reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such the Borrower or (vi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower Credit Party of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to such Borrower any Credit Party where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iiib) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerCredit Party, (ivc) conflict with, result in a breach of or constitute a default under (x) the ABL Facility Documentation or (y) any other indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson, which could which, in the case of clause (y), could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (vd) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Permitted Liens or (vie) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and the United States Patent and Trademark Office, (iv) Mortgages and (v) consents or filings made or obtained and in full force and effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The Subject to the entry of the Interim Financing Order (with respect to matters provided for in such Interim Financing Order), and subject to the entry of the Final Financing Order (with respect to such matters as provided for in the Final Financing Order), the execution, delivery and performance by each Borrower the Credit Parties of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval relating to such Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerCredit Party, (ivii) conflict with, result in a breach of or constitute a default under any material indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any material Governmental Approval relating to such Borrower, which could reasonably be expected to have a Material Adverse EffectPerson, (viii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Liens arising under the Loan Documents or (viiv) require any consent Governmental Approval, violate any Applicable Law relating to any Credit Party or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no require any consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which that have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower Credit Party and the Limited Guarantor Subsidiary, if applicable, of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval or violate any Applicable Law relating to such Borrower any Credit Party or the Limited Guarantor Subsidiary, if applicable, where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Foreign Borrower) Credit Party or bylaws (or similar governing documents for any Foreign Borrower) of such Borrowerthe Limited Guarantor Subsidiary, if applicable, (iviii) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson, which could reasonably be expected to have a Material Adverse EffectEffect or as set forth on Schedule 7.1(d), (viv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Liens arising under the Loan Documents or (viv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (A) consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect, (B) consents or filings under the UCC, (C) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (D) as may be required with respect to vehicles registered under a certificate of title.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each the Borrower and the Guarantor of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval relating to such the Borrower or the Guarantor where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such the Borrower except where such violation could not reasonably be expected to have a Material Adverse Effector the Guarantor, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for any Foreign Borrower) other organizational documents of the Borrower or bylaws (or similar governing documents for any Foreign Borrower) of such Borrowerthe Guarantor, (iv) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson, which could reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Liens arising under the Loan Documents or (vi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse EffectEffect and other than consents or filings under the UCC.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower Credit Party of the Loan DocumentsDocuments to which each such Credit Party is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to such Borrower any Credit Party or any Subsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iiib) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Foreign Borrower) Credit Party or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerSubsidiary thereof, (ivc) conflict with, result in a breach of or constitute a default under any ci 165457743_4174358596_2 indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson, which could could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (vd) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Permitted Liens or (vie) other than filings or consents which have been obtained and remain in effect, require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower Credit Party of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval on the part of any Credit Party or violate any Applicable Law relating to such Borrower any Credit Party or any Subsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iiib) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerCredit Party, (ivc) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson, which could could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Permitted Liens or (vid) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (ii) consents or filings under the UCC.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Borrower Credit Party and each Subsidiary thereof of the Loan DocumentsDocuments to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to such Borrower any Credit Party or any Subsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iiib) conflict with, result in a breach of or constitute a default under the articles of incorporation (incorporation, bylaws or similar formation document for other organizational documents of any Foreign Borrower) Credit Party or bylaws (or similar governing documents for any Foreign Borrower) of such BorrowerSubsidiary thereof, (ivc) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such BorrowerPerson, which could breach or default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (vd) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower Person other than Permitted Liens or (vie) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no Authority. No consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.,