Common use of Compliance with Laws; No Default Clause in Contracts

Compliance with Laws; No Default. Each Credit Party is in compliance with all Requirements of Law applicable to it or its property, including without limitation, all applicable laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and the Foreign Corrupt Practices Act of 1977 as amended, and the rules and regulations promulgated thereunder, except where the failure to be so in compliance would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing. Neither Holdings nor its Restricted Subsidiaries, nor their respective directors, officers, or, to the knowledge of the Borrowers and their Restricted Subsidiaries, their employees or agents, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries. The Borrowers and their Restricted Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country, or in violation of Anti-Terrorism and Anti-Money Laundering Laws. Holdings, the Borrowers, their Restricted Subsidiaries and, to the knowledge of the Borrowers and their Restricted Subsidiaries, their respective directors, officers employees and agents, are in compliance with in all material respects Sanctions, Anti-Corruption Laws and Anti-Terrorism and Anti-Money Laundering Laws. No part of the proceeds of the loans will be used by Holdings or any of its Restricted Subsidiaries and to the knowledge of Holding or its Restricted Subsidiaries, their respective directors, officers, employees or agents, in violation of Anti-Corruption Laws.

Compliance with Laws; No Default. Each Credit Party (a) Neither the Company nor any Subsidiary is in default under or in violation of any order of any court, governmental authority or arbitration board or tribunal to which the Company or such Subsidiary is or was subject or in violation of any laws, ordinances, governmental rules or regulations (including, but not limited to, those relating to export controls, labor and employment matters and foreign corrupt practices) to which the Company or any Subsidiary is or was subject, except for such defaults or violations that, in the aggregate, would not have a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary has failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business (the "Company Permits"), which failure would have a Material Adverse Effect on the Company, and, after giving effect to the transactions contemplated hereby, all such licenses, permits, franchises and other governmental authorizations will continue to be valid and in full force and effect. Except as publicly disclosed by the Company in the Company SEC Filings, the Company and each of its subsidiaries are in compliance with all Requirements of Law applicable to it or its property, including without limitation, all applicable laws administered by the Office of Foreign Assets Control terms of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and the Foreign Corrupt Practices Act of 1977 as amended, and the rules and regulations promulgated thereunderCompany Permits, except where the failure so to be so comply would not, individually or in compliance would not reasonably be expected to result in the aggregate, have a Material Adverse EffectEffect on the Company. No Default has occurred Except as publicly disclosed by the Company in the Company SEC Filings, the businesses of the Company and each of its subsidiaries are not being conducted in violation of any law, ordinance, rule or regulation of any governmental entity, except for violations or possible violations which do not, and in the future will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as publicly disclosed by the Company in the Company SEC Filings, no investigation or review by any governmental entity with respect to the Company or any of its subsidiaries is continuing. Neither Holdings nor its Restricted Subsidiaries, nor their respective directors, officers, pending or, to the knowledge of the Borrowers and their Restricted SubsidiariesCompany, their employees or agentsthreatened, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries. The Borrowers and their Restricted Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country, or in violation of Anti-Terrorism and Anti-Money Laundering Laws. Holdings, the Borrowers, their Restricted Subsidiaries andnor, to the knowledge of the Borrowers Company, has any governmental entity indicated an intention to conduct the same, other than, in each case, those which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Except (i) as set forth on Schedule 3.10, no violation of, default or event of default under, loss of benefit under, or right to terminate or accelerate (a "Violation") exists (and their Restricted Subsidiariesno event has occurred which, their respective directorswith notice or the lapse of time or both, officers employees and agentswould constitute a Violation) of any term, are in compliance with in all material respects Sanctions, Anticondition or provision of (A) the certificate or articles of incorporation or by-Corruption Laws and Anti-Terrorism and Anti-Money Laundering Laws. No part laws (or other organizational documents) of the proceeds of the loans will be used by Holdings Company or any of its Restricted Subsidiaries and to the knowledge of Holding or its Restricted Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation or commitment, instrument, permit, concession, franchise or license to which the Company or any of its Subsidiaries is now a party or by which the Company or any of its Subsidiaries or any of their respective directors, officers, employees properties or agentsassets is bound except in the case of (A) and (B) for Violations which, in violation of Anti-Corruption Lawsthe aggregate, would not have a Material Adverse Effect on the Company.

Compliance with Laws; No Default. (a) Each Credit Party of the Borrower and the Restricted Subsidiaries is in compliance with all Requirements laws, regulations and orders of Law any Governmental Authority applicable to it or its property, including without limitation, all applicable laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and the Foreign Corrupt Practices Act of 1977 as amended, and the rules and regulations promulgated thereunder, except where the failure to be so do so, individually or in compliance the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing. continuing or will result from the execution and delivery of this Agreement or any of the other Loan Documents, or the making of the Loans hereunder. (b) Neither Holdings the Borrower nor any of its Restricted Subsidiaries, nor their respective directors, officers, orSubsidiaries nor, to the knowledge Borrower’s knowledge, (x) any of the Borrowers and their Restricted Subsidiaries, their employees its Affiliates or agents, is (y) any authorized agents of it or any of its Subsidiaries (i) is a Sanctioned Person; , (ii) operatinghas any business affiliation or commercial dealings with, organized or ordinarily resident in a of investments in, any Sanctioned Country; Country or Sanctioned Person, or (iii) engagedto the Borrower’s knowledge, directly is the subject of any action or knowingly indirectly, in dealings investigation under any Sanctions Laws or transactions involving Sanctioned Persons or Sanctioned Countries. The Borrowers and their Restricted Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country, or in violation of Anti-Terrorism and Anti-Money Laundering Laws. Holdings, except as otherwise disclosed in writing to any of the BorrowersLenders and the Administrative Agent by the Borrower, their Restricted its Affiliates or its Subsidiaries andprior to the date of this Agreement, whether or not such disclosure was or has been made pursuant to, in relation to or in reference to this Agreement. (c) Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrowers and their Restricted SubsidiariesBorrower’s knowledge, their respective directors, officers employees and agents, are in compliance with in all material respects Sanctions, Anti-Corruption Laws and Anti-Terrorism and Anti-Money Laundering Laws. No part of the proceeds of the loans will be used by Holdings or (x) any of its Restricted Affiliate or (y) authorized agents of it or of any of its Subsidiaries and to the knowledge of Holding has taken any action, directly or its Restricted Subsidiariesindirectly, their respective directors, officers, employees or agents, that would result in a violation by such persons of Anti-Corruption Laws.

Compliance with Laws; No Default. Each Credit Party (a) Neither the ------------------------------------ Company nor any Subsidiary is in compliance with all Requirements of Law applicable to it or its property, including without limitation, all applicable laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and the Foreign Corrupt Practices Act of 1977 as amended, and the rules and regulations promulgated thereunder, except where the failure to be so in compliance would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing. Neither Holdings nor its Restricted Subsidiaries, nor their respective directors, officers, or, to the knowledge of the Borrowers and their Restricted Subsidiaries, their employees or agents, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries. The Borrowers and their Restricted Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country, default under or in violation of Antiany order of any court, governmental authority or arbitra-Terrorism tion board or tribu-nal to which the Company or such Subsidiary is or was subject or in violation of any laws, ordi-nances, governmental rules or regulations (including, but not limited to, those relating to export controls, labor and Antiemploy-Money Laundering Lawsment matters and foreign corrupt practices) to which the Company or any Subsidiary is or was subject, except for such defaults or violations that, in the aggregate, would not -have a Material Adverse Effect on the Company. HoldingsNeither the Company nor any Subsidiary has failed to obtain any licenses, permits, fxxx-chises or other governmental authoriza-tions neces-sary to the Borrowersownership of its properties or to the conduct of its business, their Restricted Subsidiaries which failure would have a Material Adverse Effect on the Company, and, after giving effect to the knowledge transac-tions contemplated hereby, all such licens-es, permits, franchises and other govern-mental autho-riza-tions will continue to be valid and in full force and effect. (b) Except (i) as set forth on Schedule 3.10, no violation of, default or event of default under, loss of benefit under, or right to terminate or accelerate (a "Violation") exists (and no event has occurred which, with notice or the lapse of time or both, would constitute a Violation) of any term, condition or provision of (A) the certificate or articles of incorporation or by-laws (or other organizational documents) of the Borrowers and their Restricted Subsidiaries, their respective directors, officers employees and agents, are in compliance with in all material respects Sanctions, Anti-Corruption Laws and Anti-Terrorism and Anti-Money Laundering Laws. No part of the proceeds of the loans will be used by Holdings Company or any of its Restricted Subsidiaries and to the knowledge of Holding or its Restricted Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation or commitment, instrument, permit, concession, franchise or license to which the Company or any of its Subsidiaries is now a party or by which the Company or any of its Subsidiaries or any of their respective directors, officers, employees properties or agentsassets is bound except in the case of (A) and (B) for Violations which, in violation of Anti-Corruption Lawsthe aggregate, would not have a Material Adverse Effect on the Company.

Compliance with Laws; No Default. (a) Each Credit Party of the Dyn International Companies holds all permits, licenses, certificates, approvals, franchises or other governmental authorizations necessary in the United States to the ownership of its properties or to the conduct of its business as presently conducted and at each location in the United States where such business is being conducted, other than such permits, licenses, certificates, approvals, franchises or other governmental authorizations which the failure to hold would not, individually or in the aggregate, result in a Company Material Adverse Effect (the “Permits”), except that no representation or warranty is made in this Section 2.8 with respect to Environmental Permits (as defined in Section 2.12 below) or with respect to the matters set forth in Sections 2.1, 2.2 or 2.20. Except as set forth on Schedule 2.8(a), (i) all such Permits are in full force and effect and are validly held by a Dyn International Company, (ii) the Dyn International Companies are in material compliance with the terms of such Permits and the Dyn International Companies have not engaged in any activity that would cause or permit the revocation of or suspension of any such Permit, (iii) none of the Dyn International Companies has received any written warning or notice from or on behalf of any Governmental Entity that remains unresolved regarding any default by the Dyn International Companies or the revocation or suspension of any such Permit, (iv) none of such Permits will be subject to any suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the Ancillary Agreements by CSC and the Seller or the consummation by CSC and the Seller of the transactions contemplated hereby and thereby. Except as set forth in Schedule 2.8(a) ), none of the Dyn International Companies is in compliance with all Requirements material default under or in material violation of Law applicable to it (i) any order of any Governmental Entity or its propertyarbitration board or tribunal or (ii) any Law, including without limitation, all applicable laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and the Foreign Corrupt Practices Act of 1977 1977, as amended. (b) Except as set forth on Schedule 2.8(b), no violation of, default or event of default under, loss of benefit under, or right to terminate or accelerate (a “Violation”) exists with respect to (and no event has occurred which, with notice or the rules lapse of time or both, would constitute a Violation of) any term, condition or provision of (i) the certificate or articles of incorporation or by-laws (or other organizational documents) of the Dyn International Companies, or (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation or commitment, instrument or license to which the any of the Dyn International Companies is now a party or by which any of the Dyn International Companies or any of their respective properties or assets is bound except in the case of (i) and regulations promulgated thereunder(ii) for Violations which, except where individually or in the failure to be so in compliance aggregate, would not be reasonably be expected likely to result in a Company Material Adverse Effect. No Default has occurred and is continuing. Neither Holdings nor its Restricted Subsidiaries, nor their respective directors, officers, or, to the knowledge of the Borrowers and their Restricted Subsidiaries, their employees or agents, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries. The Borrowers and their Restricted Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country, or in violation of Anti-Terrorism and Anti-Money Laundering Laws. Holdings, the Borrowers, their Restricted Subsidiaries and, to the knowledge of the Borrowers and their Restricted Subsidiaries, their respective directors, officers employees and agents, are in compliance with in all material respects Sanctions, Anti-Corruption Laws and Anti-Terrorism and Anti-Money Laundering Laws. No part of the proceeds of the loans will be used by Holdings or any of its Restricted Subsidiaries and to the knowledge of Holding or its Restricted Subsidiaries, their respective directors, officers, employees or agents, in violation of Anti-Corruption Laws.

Compliance with Laws; No Default. (a) Each Credit Party of the Dyn International Companies holds all permits, licenses, certificates, approvals, franchises or other governmental authorizations necessary in the United States to the ownership of its properties or to the conduct of its business as presently conducted and at each location in the United States where such business is being conducted, other than such permits, licenses, certificates, approvals, franchises or other governmental authorizations which the failure to hold would not, individually or in the aggregate, result in a Company Material Adverse Effect (the "Permits"), except that no representation or warranty is made in this Section 2.8 with respect to Environmental Permits (as defined in Section 2.12 below) or with respect to the matters set forth in Sections 2.1, 2.2 or 2.20. Except as set forth on Schedule 2.8(a), (i) all such Permits are in full force and effect and are validly held by a Dyn International Company, (ii) the Dyn International Companies are in material compliance with the terms of such Permits and the Dyn International Companies have not engaged in any activity that would cause or permit the revocation of or suspension of any such Permit, (iii) none of the Dyn International Companies has received any written warning or notice from or on behalf of any Governmental Entity that remains unresolved regarding any default by the Dyn International Companies or the revocation or suspension of any such Permit, (iv) none of such Permits will be subject to any suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the Ancillary Agreements by CSC and the Seller or the consummation by CSC and the Seller of the transactions contemplated hereby and thereby. Except as set forth in Schedule 2.8(a), none of the Dyn International Companies is in compliance with all Requirements material default under or in material violation of Law applicable to it (i) any order of any Governmental Entity or its propertyarbitration board or tribunal or (ii) any Law, including without limitation, all applicable laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and the Foreign Corrupt Practices Act of 1977 1977, as amended. (b) Except as set forth on Schedule 2.8(b), no violation of, default or event of default under, loss of benefit under, or right to terminate or accelerate (a "Violation") exists with respect to (and no event has occurred which, with notice or the rules lapse of time or both, would constitute a Violation of) any term, condition or provision of (i) the certificate or articles of incorporation or by-laws (or other organizational documents) of the Dyn International Companies, or (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation or commitment, instrument or license to which the any of the Dyn International Companies is now a party or by which any of the Dyn International Companies or any of their respective properties or assets is bound except in the case of (i) and regulations promulgated thereunder(ii) for Violations which, except where individually or in the failure to be so in compliance aggregate, would not be reasonably be expected likely to result in a Company Material Adverse Effect. No Default has occurred and is continuing. Neither Holdings nor its Restricted Subsidiaries, nor their respective directors, officers, or, to the knowledge of the Borrowers and their Restricted Subsidiaries, their employees or agents, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries. The Borrowers and their Restricted Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country, or in violation of Anti-Terrorism and Anti-Money Laundering Laws. Holdings, the Borrowers, their Restricted Subsidiaries and, to the knowledge of the Borrowers and their Restricted Subsidiaries, their respective directors, officers employees and agents, are in compliance with in all material respects Sanctions, Anti-Corruption Laws and Anti-Terrorism and Anti-Money Laundering Laws. No part of the proceeds of the loans will be used by Holdings or any of its Restricted Subsidiaries and to the knowledge of Holding or its Restricted Subsidiaries, their respective directors, officers, employees or agents, in violation of Anti-Corruption Laws.