Common use of Governmental and Other Approvals; No Conflicts Clause in Contracts

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party on the part of any Obligor, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate the charter, bylaws or other organizational documents of Borrower and its Subsidiaries, (c) will not violate any applicable law or regulation binding upon Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (d) will not violate or result in a default under any indenture, agreement or other instrument relating to Indebtedness or other material agreement or instrument, in each case binding upon Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (e) will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Borrower and its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party on the part of any Obligorparty, except for (i) consents in connection with the Permitted Priority Debt and the SVB/Oxford Debt, (ii) such as have been obtained or made and are in full force and effect and (iiiii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws by laws or other organizational documents of Borrower and its Subsidiaries, (c) will not violate any applicable law or regulation binding upon the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (dc) will not violate or result in a default under any indenture, agreement or other instrument relating to Indebtedness or other material agreement or instrument, in each case binding upon the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, other than any of the foregoing that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (ed) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of the Borrower and its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party on the part of any Obligorparty, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Borrower and its Subsidiaries, (c) will not violate any applicable law or regulation binding upon Borrower and its Subsidiaries or any order of any applicable Governmental Authority, Authority other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (d) will not violate or result in a default under any material indenture, agreement or other instrument relating to Indebtedness or other material agreement or instrument, in each case of Borrower and its Subsidiaries binding upon Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (e) will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Borrower and its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party on the part of any Obligorparty, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Borrower and or any of its Subsidiaries, (c) will not violate any applicable law or regulation binding upon Borrower and its Subsidiaries or any order of any Governmental AuthorityAuthority applicable to Borrower or any Subsidiary, other than any such violations that, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect, (d) will not violate or result in a default under any material indenture, agreement or other instrument relating to Indebtedness or other material agreement or instrument, in each case binding upon Borrower and Borrower, any of its Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (e) will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Borrower and its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party on the part of any Obligorparty, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security DocumentsDocuments (iii) those that are permitted to be made after the Closing Date, and (iv) those listed on Schedule 7.03, (b) will not violate the charter, bylaws or other organizational documents of Borrower and its Subsidiaries, (c) will not violate any applicable law or regulation binding upon or the charter, by laws or other organizational documents of each Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (dc) will not violate or result in a default under any indenture, agreement or other instrument relating to Indebtedness or other material agreement or instrument, in each case binding upon each Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (ed) will not result in the creation or imposition of any Lien (on any asset of each Borrower and its Subsidiaries, other than Permitted Liens) on any asset of Borrower and its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party on the part of any Obligor, except for (i) such as have been obtained or made and are in full force and effect and (ii) material filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Borrower and its SubsidiariesSubsidiaries other than any such violations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not violate any applicable law or regulation binding upon Borrower and its Subsidiaries or any order of any Governmental Authority, Authority other than any such violations that, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect, (d) will not violate or result in a default under any indenture, agreement or other instrument relating to governing any Indebtedness of Borrower or its Subsidiaries or any other material agreement or instrument, in each case instrument binding upon Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (e) will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Borrower and its Subsidiaries.. 137168310 v21

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party on the part of any Obligor, except for (i) such as have been obtained or made and are in full force and effect and (ii) material filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Borrower and its SubsidiariesSubsidiaries other than any such violations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not violate any applicable law or regulation binding upon Borrower and its Subsidiaries or any order of any Governmental Authority, Authority other than any such violations that, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect, (d) will not violate or result in a default under any indenture, agreement or other instrument relating to governing any Indebtedness of Borrower or its Subsidiaries or any other material agreement or instrument, in each case instrument binding upon Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (e) will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Borrower and its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party on the part of any Obligorparty, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Borrower and or any of its Subsidiaries, (c) will not violate any applicable law or regulation binding upon Borrower and its Subsidiaries or any order of any Governmental AuthorityAuthority applicable to Borrower or any Subsidiary, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (d) will not violate or result in a default under any indenture, agreement or other instrument relating to Indebtedness or other material agreement or instrument, in each case binding upon Borrower and Borrower, any of its Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (e) will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Borrower and its Subsidiaries.