Common use of Governmental Approvals; No Conflicts Clause in Contracts

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (including the incurrence of Indebtedness on the date of each Borrowing or other extension of credit hereunder) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (c) will not violate or result in a default under any indenture or other agreement governing Indebtedness or any other material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assetsRestricted Subsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Restricted Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Restricted Subsidiaries, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require such Credit Party or any of its Subsidiaries to obtain or make any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documentsany filing which, as contemplated by Section 3.16if required, will be timely made, (b) will not violate result in the violation by such Credit Party or any of its Subsidiaries of any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan such Credit Party or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan such Credit Party or any of its Subsidiaries or its any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Loan such Credit Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan such Credit Party or any of its Subsidiaries except Liens created under the Loan DocumentsSubsidiaries.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16, (b) will not materially violate any material applicable law or regulation or the charter, partnership agreement, limited liability company agreement, operating agreement, by-laws or other organizational documents of any Loan Party or its Subsidiaries any Subsidiary or any material order of any Governmental Authority, (c) will not materially violate or result in a material default under any material indenture, material agreement or other material instrument binding upon any Loan Party or its Subsidiaries any Subsidiary or its assetsthe assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any material payment to be made by any Loan Party or its Subsidiaries any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries any Subsidiary, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Financing Transactions (a) do not require such Credit Party or any of its Subsidiaries to obtain or make any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, such as contemplated by Section 3.16will be timely made, (b) will not violate result in the violation by such Credit Party or any of its Subsidiaries of any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of any Loan such Credit Party or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan such Credit Party or any of its Subsidiaries or its any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Loan such Credit Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan such Credit Party or any of its Subsidiaries except Liens created under the Loan DocumentsSubsidiaries.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or its Subsidiaries or any order of any Governmental AuthorityParty, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries or its assetsMaterial Indebtedness, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries and Party, (d) will not violate the certificate of incorporation, by-laws, memorandum of association, management, operating or partnership agreement or other organizational documents of any Loan Party, and (e) except where failure to comply would not reasonably be expected to have a Material Adverse Effect, will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries Party, except Liens created under pursuant to the Loan Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or its Subsidiaries or any order of any Governmental AuthoritySubsidiary, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries any Subsidiary or its assetsthe assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries any Subsidiary, except to the extent such violation, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries any Subsidiary, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any other applicable Loan Party or its Subsidiaries or any order of any Governmental AuthorityAuthority in each case, as are applicable to the Borrower and the Loan Parties, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any other Loan Party or its Subsidiaries or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any other Loan Party or its Subsidiaries Party, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any other Loan Party or its Subsidiaries Party, except Liens created under the Loan Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charterCertificate of Incorporation, by-laws or other organizational documents governing any Loan Party, (c) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (cd) will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any material payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (de) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect or are immaterial, and except (ii) any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens the security interests created under the Loan Collateral Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company or any other Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other material indenture, agreement or other instrument binding upon the Company, any other Loan Party or its Subsidiaries or its assetsany material assets of any Loan Party, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries such Person, and (d) will not result in the creation or imposition of any Lien on any asset of the Company or any Loan Party or of its Subsidiaries except other than the Liens created under the Loan DocumentsCollateral Documents in favor of Collateral Agent on behalf of Secured Parties.

Governmental 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 AuthorityAuthority by any Loan Party, except such as have been obtained or made and are in full force and effect and except or as may be required in connection with any filings of the Mortgages or any of the foregoing which are immaterial in nature Pledge Agreement and except for filings necessary to perfect Liens created under pursuant to the Loan Collateral Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Loan Party or its Subsidiaries or any order of any Governmental AuthorityAuthority binding on any Loan Party, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon the Borrower or any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan Party or its Subsidiaries Party, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Loan Party or its Subsidiaries except Party, other than Liens created under the Loan Collateral Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan Party or any of its assetsSubsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan Documents or, subject to the Intercreditor Agreement, the Term Loan Documents.

Governmental 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 AuthorityAuthority or any other Person, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16effect, (b) will not violate any applicable law or regulation or any order of any Governmental Authority, except as could not reasonably be expected to have a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of any Loan Party or any of its Subsidiaries or any order of any Governmental Authoritysubsidiaries, (cd) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect, and (de) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries except subsidiaries (other than Liens created under the Loan Documentspermitted pursuant to Sections 6.02(f) and (g)).

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or its Subsidiaries or any order of any Governmental AuthoritySubsidiary, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries any Subsidiary or its assetsthe assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries any Subsidiary, except to the extent such violation, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or to result in liabilities in excess of $500,000, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries any Subsidiary, except Liens Xxxxx created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require require, on the part of any Original Loan Party, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of any Original Loan Party or any of its Subsidiaries or any order of any Governmental AuthorityAuthority having applicability to any Original Loan Party or any of its Subsidiaries, (c) other than as set forth on Schedule 3.03(c), will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any Original Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Original Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Original Loan Party or any of its Subsidiaries except Subsidiaries, other than Liens created under the Loan Security Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan Party or any of its assetsSubsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan Documents, or subject to the Intercreditor Agreement, the ABL Loan Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not in any material respect violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or its Subsidiaries or any order of any Governmental AuthoritySubsidiary, (c) will not violate or result in a default under any material indenture, agreement agreement, or other instrument binding upon any Loan Party or its Subsidiaries any Subsidiary or its assetsthe assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries any Subsidiary, except such as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries any Subsidiary, except Liens created under pursuant to the Loan Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation binding upon any Loan Party or any of its Subsidiaries or the charter, by-laws or other organizational documents of the Borrower or any Loan Party or of its Subsidiaries or any order of any Governmental AuthorityAuthority binding upon any Loan Party, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries Party, and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any asset of any the Loan Party or its Subsidiaries except Parties other than Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require such Credit Party or any of its Subsidiaries to obtain or make any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, such as contemplated by Section 3.16will be timely made, (b) will not violate result in the violation by such Credit Party or any of its Subsidiaries of any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan such Credit Party or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan such Credit Party or any of its Subsidiaries or its any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Loan such Credit Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan such Credit Party or any of its Subsidiaries except Liens created under the Loan DocumentsSubsidiaries.

Governmental Approvals; No Conflicts. The Except as otherwise set forth in Schedule 3.03, the Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except (ii) for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any order of any Governmental Authoritysubsidiaries, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries subsidiaries or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries subsidiaries, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Execution, delivery and performance of this Agreement, the other Loan Documents and the consummation of the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other Person, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (c) do not conflict with or will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charter, by-laws articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of any Loan Party or its Subsidiaries any Subsidiary or any order other material Requirement of Law applicable to any Governmental AuthorityLoan Party or any Subsidiary, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries any Subsidiary or its assetsthe assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries any Subsidiary, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Financing Transactions (a) do not require such Credit Party or any of its Subsidiaries to obtain or make any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documentsany filing (which, as contemplated by Section 3.16if required, will be timely made), (b) will not violate result in the violation by such Credit Party or any of its Subsidiaries of any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of any Loan such Credit Party or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan such Credit Party or any of its Subsidiaries or its any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Loan such Credit Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan such Credit Party or any of its Subsidiaries except Liens created under the Loan DocumentsSubsidiaries.

Governmental 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, except (i) such as have been obtained or made and are in full force and effect, (ii) with respect to the Subordinated Debt, such as will be obtained or made or be in full force and effect prior to the issuance thereof and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for (iii) filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries or its any of their assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries Party, except Liens created under the Loan Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.163.17, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument instrument, including without limitation, any Material Agreement, binding upon any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries Subsidiaries, except under the Acquisition Documents, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries except Liens created under the Loan Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, except for such violations or defaults that could not reasonably be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created permitted under the Loan DocumentsSection 6.02.

Governmental 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 AuthorityAuthority or any other Person, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Law applicable law to any Loan Party or regulation or any of its Subsidiaries, (c) will not violate the charter, by-laws or other organizational documents Organization Documents of any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (cd) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan Party or any of its assetsSubsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other Person, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Law applicable law to any Loan Party or regulation or any of its Subsidiaries, (c) will not violate the charter, by-laws or other organizational documents Organization Documents of any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (cd) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan Party or any of its assetsSubsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and Holdings of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16effect, (b) will not violate any Requirements of Law applicable law to Holdings, Borrower or regulation or the charter, by-laws or other organizational documents any of any Loan Party or its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon on any Loan Party or any of its Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, or registration or filing with, or any other action by, any Governmental Authority, Authority except such as have been obtained or made and are in full force and effect and effect, (b) do not require any filing with any Governmental Authority except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16Documents and routine filings after the Effective Date with the Securities and Exchange Commission, (bc) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (cd) will not violate or result in a default under any indenture or other material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (de) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any other applicable Loan Party or its Subsidiaries or any order of any Governmental AuthorityAuthority applicable to the Borrower or any other Loan Party, (c) will not violate or result in a default under any material indenture, agreement or other instrument (including any Material Contract) binding upon the Borrower or any other Loan Party or its Subsidiaries or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any other Loan Party or its Subsidiaries Party, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any other Loan Party or its Subsidiaries Party, except Liens Xxxxx created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document and each Acquisition Document, to which it is a party (ai) do not and will not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16effect, (bii) do not and will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Constituent Documents of any such Loan Party or any of its Subsidiaries or any judgment or order of any Governmental Authority, (ciii) do not and will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any on such Loan Party or any of its Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by any such Loan Party or any of its Subsidiaries and (div) do not and will not result in the creation or imposition of any Lien on any asset of any such Loan Party or any of its Subsidiaries Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The Execution, delivery and performance of this Agreement, the other Loan Documents and the Related Documents and the consummation of the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other Person, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (c) do not conflict with or will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document, each Acquisition Document, and each Prior Acquisition Document to which it is a party (ai) do not and will not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16effect, (bii) do not and will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Constituent Documents of any such Loan Party or any of its Subsidiaries or any judgment or order of any Governmental Authority, (ciii) do not and will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any on such Loan Party or any of its Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by any such Loan Party or any of its Subsidiaries and (div) do not and will not result in the creation or imposition of any Lien on any asset of any such Loan Party or any of its Subsidiaries Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions affecting the Loan Parties (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and except any filings and, (ii) in respect only of the Mortgages or any of period from the foregoing which are immaterial in nature and except for filings necessary date hereof to perfect Liens created under the Loan DocumentsClosing Date but not thereafter, as contemplated by Section 3.16the Outstanding Approvals, (b) will not violate any Contractual Obligation or applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any of its Subsidiaries subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries except Liens created under the Loan Documentssubsidiaries.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any material Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan Party or any of its assetsSubsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan DocumentsDocuments and Permitted Liens.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for (including filings necessary to perfect the Liens created under granted by the Loan Documents, as contemplated by Section 3.16), (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument Material Agreement binding upon on any Loan Party or any of its Subsidiaries or any of its assets, Property or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset Property of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which it is a party (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16effect, (bii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Constituent Documents of any such Loan Party or any of its Subsidiaries or any judgment or order of any Governmental Authority, (ciii) will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any on such Loan Party or any of its Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by any such Loan Party or any of its Subsidiaries and (div) will not result in the creation or imposition of any Lien on any asset of any such Loan Party or any of its Subsidiaries Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of or where the Mortgages failure to do so, individually or any of in the foregoing which are immaterial in nature aggregate, would not reasonably be expected to have a Material Adverse Effect and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or its Subsidiaries or any order of any Governmental AuthoritySubsidiary, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries any Subsidiary or its assetsthe assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries any Subsidiary, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents and the Related Transaction Documents to which it is a party (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, as contemplated by Section 3.16, (bii) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (ciii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon Contractual Obligation of any Loan Party or any of its Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries and (div) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under the Loan Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.163.17, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and except any (ii) filings and recordings in respect of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16pursuant hereto, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Credit Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default in any material respect under any material indenture, agreement or other instrument binding upon any Loan Credit Party or its Subsidiaries or any of its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries such Person, and (d) except for the Liens created pursuant hereto, will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries except Liens created under the Loan DocumentsCredit Party.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of this Agreement, and the other Loan Documents to which each is a party (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except any filings effect, (ii) do not violate or result in the breach of the Mortgages or any of the foregoing terms and provisions of any Organizational Document to which are immaterial in nature and except for filings necessary to perfect Liens created under the any Loan Documents, as contemplated by Section 3.16Party is bound or is a party, (biii) will not violate any Requirements of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or its Subsidiaries Party, or any judgment, order or ruling of any Governmental Authority, (civ) will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any Loan Party or its Subsidiaries or its assets, any of their respective assets or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries and (dv) will not result in the creation or imposition of any Lien on any asset of any a Loan Party or its Subsidiaries Party, except Liens created under the Loan Documents.

Governmental 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 AuthorityAuthority or any other Person, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under pursuant to the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law to any Loan Party or regulation or any of its Subsidiaries, (c) will not violate the charter, by-laws or other organizational documents of any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (cd) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan Party or any of its assetsSubsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan Documents.

Governmental 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, except (i) the filing of financing statements and other documents contemplated by Section 4.6 (and appropriate amendments and continuations of financing statements that may be required under the Code to maintain the perfection and priority of the Liens of the Bank on the Collateral) and (ii) such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of any Entity Loan Party or its Subsidiaries or any order of any Governmental AuthorityAuthority applicable to any of them, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries Party, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries except (other than Liens created under in favor of the Loan DocumentsBank).

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for (i) filings necessary to perfect Liens created pursuant to the Loan Documents and (ii) filings with the Securities and Exchange Commission by Holdings pursuant to its periodic reporting obligations under the Loan Documents, as contemplated by Section 3.16Exchange Act, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or any of its Subsidiaries or any order of any Governmental AuthoritySubsidiaries, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan Party or any of its assetsSubsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries Subsidiaries, except Liens created under pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions transactions to be entered into contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for the approval of the Bankruptcy Court in the Proceedings and such others as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings recordings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument entered into after the commencement of the Proceedings binding upon any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries Party, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries Party, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each of the Loan Parties of the Loan Documents to which each is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, as contemplated by Section 3.16, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Loan Party or its any of the Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon Contractual Obligation of any Loan Party or its any of the Subsidiaries or its assets, any of their assets or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries any of the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its any of the Subsidiaries except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any other applicable Loan Party or its Subsidiaries or any order of any Governmental AuthorityAuthority applicable to the Borrower or any other Loan Party, (c) will not violate or result in a default under any material indenture, agreement or other instrument (including any Material Contract) binding upon the Borrower or any other Loan Party or its Subsidiaries or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any other Loan Party or its Subsidiaries Party, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any other Loan Party or its Subsidiaries Party, except Liens created under the Loan Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.163.17, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries Party, except as set forth on Schedule 3.03 solely with respect to the consummation of the transactions contemplated by the Merger Agreement, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document (a) do does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.166.17, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of any Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries except Liens created under (i) the Loan Documents and (ii) the Senior Transaction Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.163.17, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries except Liens created under the Loan Documents.

Governmental 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, except (i) such as have been obtained or made and are in full force and effect, (ii) with respect to the Subordinated Debt, such as will be obtained or made or be in full force and effect prior to the issuance thereof and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for (iii) filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its Subsidiaries or its any of their assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries Party, except Liens created under the Loan Documents.

Governmental 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, except such as have been obtained or made and are in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature and except for filings necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.163.17, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument instrument, including without limitation, any Material Agreement, binding upon any Loan Party or its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or its Subsidiaries Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries except Liens created under the Loan Documents.

Governmental 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, except (i) such as have been obtained or made and are (or will so be) in full force and effect and except any filings of the Mortgages or any of the foregoing which are immaterial in nature (ii) filings, recordings and except for filings registrations necessary to perfect Liens created under the Loan Documents, as contemplated by Section 3.16, Documents and (b) will not violate any applicable law or regulation or the charterlaw, by-laws or other organizational documents of any Loan Party or its Subsidiaries or including any order of any Governmental Authority, (c) will not violate the charter, by-laws or other organizational documents of each Loan Party or any of their respective Subsidiaries, (d) will not violate or result in a default under any material indenture, agreement indenture or other instrument binding upon any Loan Party or its Subsidiaries or its assetsagreement, or give rise to a right thereunder to require any payment to be made by any Loan Party or its any of their respective Subsidiaries and (de) will not result in the creation or imposition of any Lien on any asset of any Loan Party or its Subsidiaries any of their respective Subsidiaries, except Liens created under pursuant to the Loan Documents, and in the case of clauses (a), (b) and (d) above, except for a violation or creation, as applicable, which would not reasonably be expected to result in a Material Adverse Effect.