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, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could 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 the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws bylaws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower or any of its Subsidiaries or its assets, any of their assets or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the 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, filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, disclosures with the SEC, or as may be required with respect to tenant improvements, repairs or other work with respect to any Real Estate, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of the Company, to the Borrower or any of its Subsidiaries or any judgment, order judgment or decree ruling of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, Contractual Obligation of the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising 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 (i) as have been (or prior to the Effective Date will be) obtained or made and are in full force and effect, (ii) filings as may be required from time to time by the SEC in connection with the Transactions, and (iii) those required in the ordinary course of business of the Borrower and its Restricted Subsidiaries in order to comply with the requirements of applicable Law, (b) will not violate any applicable law or regulation Law or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectRestricted Subsidiaries, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Restricted Subsidiaries, in each case to the extent that such violation or default could 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 the Company, the Borrower or any of its Subsidiaries (other than Restricted Subsidiaries, except any Liens arising as may be 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 effecteffect and except for such filings as may be required with the SEC to comply with disclosure obligations, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or the Parent Companies or any order judgment or decree of any Governmental Authority, in each case to the extent such except for any violation of any applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could that would not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries or its the Parent Companies or their assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its SubsidiariesSubsidiaries or the Parent Companies, in each case to the extent that such except for any violation or default could that would 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 the Company, the Borrower or any of its Subsidiaries (other than Liens arising under or the Loan Documents)Parent Companies.

Governmental Approvals; No Conflicts. The Transactions (a) do not require the Borrower or any Subsidiary to obtain any consent or approval of, or make any registration or filing with, or request any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effecteffect (except for any reports required to be filed by the Borrower with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934), (b) will not violate result in a violation by the Borrower or any applicable Subsidiary of any law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case except to the extent that such violation or default could a Material Adverse Effect would not reasonably be expected to have a Material Adverse Effectresult therefrom, and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower or any of its Subsidiaries or any of its assets, material assets or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any material asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Except as set forth on Schedule 3.03, 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) filings necessary to perfect Liens created under the Loan Documents and (iii) consents, approvals, registrations, filings or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries Company or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or violate, result in a default or require any consent or approval under any applicable law or regulation, indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries Company or its assets, or give rise to a right thereunder to require any payment to be made by the any Company, except for violations, defaults or the Borrower or any creation of its Subsidiaries, in each case to the extent such rights that such violation or default could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the any Company, the Borrower or any of its Subsidiaries (other than except Liens arising created under the Loan Documents)Documents and Permitted Liens.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each of the Loan Parties of the Amended Loan Documents to which it is a party (a) do not require the Company or any Subsidiary to obtain or make 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 effecteffect or that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation applicable to the Company or any Subsidiary, or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries Subsidiary, or any order judgment or decree of any Governmental Authority, in each case Authority applicable to the extent such Company or any Subsidiary, except as to any law, regulation or order the violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary which could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, in each case except for any such violations, defaults or rights to the extent require payment that such violation or default could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower Company or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiaries.

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 where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, except for violations, individually or in each case to the extent such violation of applicable law or regulation or such violation of the charteraggregate, by-laws or other organizational documents of a Subsidiary which could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, except for violations or defaults, individually or in each case to the extent that such violation or default aggregate, which could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower Company or any of its Subsidiaries (Subsidiaries, other than Liens arising 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, and (ii) notices and filings under applicable Gaming Laws which are not required to be taken prior to the date of this Agreement which notices or filings the Borrower will seek in due course after the date of this Agreement), (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could 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 the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiaries.

Governmental Approvals; No Conflicts. The Except as set forth on Schedule 3.03, 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) filings necessary to perfect Liens created under the Loan Documents and (iii) consents, approvals, registrations, filings or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-by laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries Company or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or violate, result in a default or require any consent or approval under any applicable law or regulation, indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries Company or its assets, or give rise to a right thereunder to require any payment to be made by the any Company, except for violations, defaults or the Borrower or any creation of its Subsidiaries, in each case to the extent such rights that such violation or default could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset property of the any Company, the Borrower or any of its Subsidiaries (other than except Liens arising created under the Loan Documents)Documents and Permitted Liens.

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 effecteffect and except for such consents, approvals, registrations, filings and other actions (i) related to the Spin-off which shall be obtained prior to the Spin-off Date or (ii) the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, except for such violations which, individually or in each case to the extent such violation of applicable law or regulation or such violation of the charteraggregate, by-laws or other organizational documents of a Subsidiary could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, except for such violations and defaults which, individually or in each case to the extent that such violation or default aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower Company or any of its Subsidiaries (other than Liens arising under the Loan Documents)Material Subsidiaries.

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, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries Subsidiaries, (c) will not violate any applicable law, rule or regulation or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (cd) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, in each case to the extent that such violation or default could 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 the Company, the Borrower Company or any of its Subsidiaries pursuant to the terms of any indenture, agreement or other instrument binding on the Company or any of its Subsidiaries, except in each case (other than Liens arising under in the Loan Documentscase of clause (b)), where the absence of such consent or approval, or the failure to make such registration or filing, or take such other action, or such violation, default, payment or Lien would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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 been, or will be by the time required, obtained or made and are are, or will be by the time required, in full force and effect, except, in the case of this clause (a), for any such consents, approvals, registrations, filings or actions the failure to obtain or make of which could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the charter, by-laws, constitution or other organizational documents of the Borrower, (c) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents any order of the Company, any Governmental Authority binding upon the Borrower or any of its the Material Subsidiaries or any order judgment or decree of any Governmental Authorityits assets, except, in each the case to the extent of this clause (c), for any such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary violations that could not reasonably be expected to have result in a Material Adverse Effect, (cd) will not violate in any material respect or result in a default under any indenture, material agreement or other material instrument binding upon the Company, the Borrower Company or any of its Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Material Subsidiaries, except, in each the case to the extent of this clause (d), for any such violations, defaults or rights that such violation or default could not reasonably be expected to have result in a Material Adverse Effect, and (de) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower Company or any of its Subsidiaries (Material Subsidiaries, other than Liens arising under the Loan Documents(if any) permitted by Section 6.02(a).

Governmental Approvals; No Conflicts. The Transactions (ai) 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, except for filings necessary to perfect Liens created pursuant to the Loan Documents and except as would not reasonably be expected to result in a Material Adverse Effect, (bii) will not violate in any respect any applicable law or regulation or the charter, by-laws or other organizational or constitutional documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could Authority except as would not reasonably be expected to have result in a Material Adverse Effect, (ciii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could Subsidiaries except as would not reasonably be expected to have result in a Material Adverse Effect, and (div) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries (other than Liens arising created pursuant to or otherwise permitted 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 effecteffect or which shall be completed at the appropriate time for such filings under applicable securities laws, (b) will not violate violate, to the Credit Parties’ knowledge, any applicable law or law, regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case Authority to the extent that such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate the charter, by-laws or other Organizational Documents of any Credit Party or any of the Borrower’s Subsidiaries, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower any Credit Party or any of its the Borrower’s Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower any Credit Party or any of its Subsidiaries, in each case the Borrower’s Subsidiaries to the extent that such violation violation, default or default right to require payment could 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 Collateral, except pursuant to the Deed of Trust and the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Pledge Agreements.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of 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 (i) such as have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.12 and (iii) such consents, approvals, registrations, filings or actions the failure to so receive would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation material Requirement of Law or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectSubsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Material Subsidiaries, in each case except to the extent that such violation or default could would not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Material Subsidiaries (other than Liens arising under created by the Loan Collateral Documents), except to the extent that such creation or imposition would not reasonably be expected to result in a Material Adverse Effect.

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, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries their respective Subsidiaries, (c) will not violate any applicable law or regulation, any order order, judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (cd) will not violate or result in a default under any indenture, agreement loan agreement, credit agreement, promissory note, letter of credit or other instrument agreement binding upon the Company, the Borrower or any of its their respective Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its their respective Subsidiaries, in each case to the extent that such violation or default could 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 the Company, the Borrower or any of its their Subsidiaries (other than Liens arising 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 been, or will be by the time required, obtained or made and are are, or will be by the time required, in full force and effecteffect and except for filings or registrations necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower any Loan Party or any of its the Material Subsidiaries or any material order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law Authority binding upon any Loan Party or regulation or such violation any of the charter, by-laws Material Subsidiaries or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effectits assets, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower any Loan Party or any of its the Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its SubsidiariesSubsidiaries (except, in each the case to the extent of this clause (c), for any such violations, defaults or rights that such violation or default could not reasonably be expected to have result in a Material Adverse Effect), and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower any Loan Party or any of its Subsidiaries (the Material Subsidiaries, other than Liens arising 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, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, indenture or other material agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its SubsidiariesSubsidiaries (other than asset transfer restrictions set forth in such agreements or instruments that could be violated by the creation and perfection of Liens under the Pledge Agreement, in each case to the extent that such violation or default none of which violations could reasonably be expected to have result in a Material Adverse Effect, individually or in the aggregate), and (d) will not result in the creation or imposition of any Lien on any asset of the Company, Borrower or any of its Subsidiaries pursuant to any indenture or other material agreement or instrument binding upon the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)or its assets.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower or any of its Subsidiaries or any of its assets, material assets or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable judgment, law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement Material Agreement or other material instrument binding upon the Company, on the Borrower or any of its Subsidiaries or any of its assets, material assets or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any material asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising 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 (i) such as have been obtained or will be obtained prior to being required or made and are in full force and effect, (ii) such filings as may be required with the SEC to comply with disclosure obligations or (iii) the absence of which would not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Restricted Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such except for any violation of any applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could that would not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Restricted Subsidiaries, in each case to the extent that such except for any violation or default could that would 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 the Company, the Borrower Company or any of its Subsidiaries (other than Liens arising under the Loan Documents)Restricted Subsidiaries.

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 effecteffect or those that the failure to obtain or make will not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) (i) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, Authority and (cii) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, except, in each case to case, for such violations or defaults that, individually or in the extent that such violation or default aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (dc) will not result in the creation or imposition of any Lien on any material asset of the Company, the Borrower or any of its Subsidiaries (other than Subsidiaries, except, in each case, for Liens arising under on cash collateral, to the Loan Documents)extent cash collateral is required pursuant to this Agreement.

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, (b) will not violate any applicable law and except where such failure to obtain or regulation or the chartermake such consent, by-laws approval, registration, filing or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could action would not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable material law or material regulation or any material order of any Governmental Authority, (c) will not violate the charter, by-laws or equivalent organizational documents of the Borrower or any of its Restricted Subsidiaries that is a Significant Subsidiary, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Restricted Subsidiaries, except where any such violations or defaults would not, individually or in each case to the extent that such violation or default could aggregate, reasonably be expected to have result in a Material Adverse Effect, Effect and (de) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Restricted Subsidiaries (other than Liens arising under the Loan Documents)that is a Significant Subsidiary.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any Requirements of Law applicable law or regulation or the charter, by-laws or other organizational documents of the Company, to the Borrower or any of its Subsidiaries or any judgment, order judgment or decree ruling of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement Material Contract or other material instrument binding upon the Company, on the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising 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, (b) will not violate (i) any applicable law or regulation or any order of any Governmental Authority except where such violation, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or (ii) the charter, by-laws or other organizational documents of the CompanyHoldings, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectSubsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the CompanyHoldings, the Borrower or any of its Subsidiaries or its any of their assets, or give rise to a right thereunder to require any payment to be made by the CompanyHoldings, the Borrower or any of its Subsidiaries, in each case to the extent that Subsidiaries except where such violation or default default, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the CompanyHoldings, the Borrower or any of its Subsidiaries (other than the Liens arising under granted 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 AuthorityAuthority or any other Person, except such as have been obtained or made and are in full force and effecteffect or those that the failure to obtain or make will not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) (i) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, Authority and (cii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, except, in each case to case, for such violations or defaults that, individually or in the extent that such violation or default aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (dc) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries (other than Subsidiaries, except, in each case, for Liens arising under on cash collateral, to the Loan Documents)extent cash collateral is required pursuant to this Agreement.

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, or any filings that any Borrower or any of their Affiliates may be required to make with the Securities and Exchange Commission, (b) will not violate contravene in any material respect any applicable law or regulation or Legal Requirement of any Governmental Authority, (c) will not violate the charter, by-laws or other organizational documents of the Company, the any Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectSubsidiaries, (cd) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, the a Borrower or any of its Subsidiaries or its assets, assets or give rise to a right thereunder to require any payment to be made by the Company, the a Borrower or any of its Subsidiaries, in each case except to the extent that such violation violation, default or default payment, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, Effect and (de) will not result in the creation or imposition of any Lien (other than a Permitted Encumbrance) on any asset of the Company, the any Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiaries.

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, or any filings that the Borrower or its Affiliates may be required to make with the Securities and Exchange Commission, (b) will not violate contravene in any material respect any applicable law or regulation or any applicable order of any Governmental Authority, (c) will not violate the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectSubsidiaries, (cd) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assets, assets or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case except to the extent that such violation violation, default or default payment, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, Effect and (de) will not result in the creation or imposition of any Lien (other than a Permitted Encumbrance) on any asset of the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiaries.

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 for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, and (iii) consents, approvals, registrations or filings to failure of which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or, except as could not, individually or any order judgment or decree of any Governmental Authorityin the aggregate, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, any applicable law or regulation or any material order of any Governmental Authority, (c) will not not, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse EffectPerson, and (d) except for the Liens created pursuant to the Security Documents or as permitted under the Loan Documents, will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower of this Agreement, and of the other Loan 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, (b) will or where the failure to do so could not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (cii) will not violate any applicable law, rule or regulation or the charter, certificate of formation, bylaws, limited liability company agreement, or other organizational documents of the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (div) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiaries.

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) filings necessary to perfect Liens created under the Loan Documents and (iii) those the failure to obtain or make which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, the Borrower or any of its Subsidiaries or any of its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries (Subsidiaries, other than Liens arising created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Borrower of this Agreement and of the other Operative 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law law, rule or regulation or the charter, by-laws or other organizational documents of the Company, the such Borrower or any of its Subsidiaries or any judgment, order judgment or decree ruling of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, the on such Borrower 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 the Company, the such Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the such Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Operative Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and the Co-Borrower of this Agreement, and by each Loan Party of the other Transaction 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree order of any Governmental Authority, in each case to Authority binding on the extent such violation Borrower or any of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effectits Subsidiaries, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Except as set forth on Schedule 3.03, 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) filings necessary to perfect Liens created under the Loan Documents and to release Liens securing the obligations repaid in the Refinancing, and (iii) consents, approvals, registrations, filings or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries Company or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or violate, result in a default or require any consent or approval under any applicable law or regulation, indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries Company or its assets, or give rise to a right thereunder to require any payment to be made by the any Company, except for violations, defaults or the Borrower or any creation of its Subsidiaries, in each case to the extent such rights that such violation or default could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset Property of the any Company, the Borrower or any of its Subsidiaries (other than except Liens arising created under the Loan Documents)Documents and Permitted Liens.

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, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the CompanyREIT, the Borrower or any of its their Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its their Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any asset of the CompanyREIT, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)their Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Borrower of this Agreement, and of the other Loan 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, (b) will or where the failure to do so could not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (cii) will not violate any applicable law, rule or regulation or the charter, certificate of formation, bylaws, limited liability company agreement, or other organizational documents of any Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, the on any Borrower 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 the Company, the any Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (div) will not result in the creation or imposition of any Lien on any asset of the Company, the any Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiaries.

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 where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, except for violations, individually or in each case to the extent such violation of applicable law or regulation or such violation of the charteraggregate, by-laws or other organizational documents of a Subsidiary which could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, except for violations or defaults, individually or in each case to the extent that such violation or default aggregate, which could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower Company or any of its Subsidiaries (Subsidiaries, other than Liens arising created under the Loan Documents)Pledge Agreements.

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) filings necessary to perfect Liens created under the Loan Documents and (iii) those the failure to obtain or make which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or (ii) any Order of any Governmental Authority, except to the extent such violation could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectLoan Party, (cd) will not violate or result in a default under any indenture, material agreement or other material instrument evidencing Material Indebtedness binding upon the Company, the Borrower Company or any of its Restricted Subsidiaries or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Restricted Subsidiaries and (de) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower Company or any of its Subsidiaries (other than Restricted Subsidiaries, except Liens arising 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, or any filings that the Borrower or its Affiliates may be required to make with the Securities and Exchange Commission, (b) will not violate contravene in any material respect any applicable law or regulation or Legal Requirement of any Governmental Authority, (c) will not violate the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectSubsidiaries, (cd) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assets, assets or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case except to the extent that such violation violation, default or default payment, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, Effect and (de) will not result in the creation or imposition of any Lien (other than a Permitted Encumbrance) on any asset of the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiaries.

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, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to Authority (except where the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary order could not reasonably be expected to have a Material Adverse Effect), (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assetsassets (except where such violation or default could not reasonably be expected to result in a Material Adverse Effect or liability to any Lender), or give rise to a right thereunder to require any payment in any material amount to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could 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 the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents).and

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries the Subsidiary Loan Parties or any order judgment or decree order of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary Authority which could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower or any of the Subsidiary Loan Parties or any of its Subsidiaries or its assets, assets or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiary Loan Parties and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries the Subsidiary Loan Parties except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents and the other Related Transaction 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 effecteffect and except for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower to Holdings or any of its Subsidiaries or any judgment, order judgment or decree ruling of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower Contractual Obligation of Holdings 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 the Company, the Borrower Holdings or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower Holdings or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents), except, in the case of clauses (a) through (c) of this Section, to the extent the failure to comply with such requirement or the existence of such violation, as the case may be, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable material law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising 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, (b) will not violate (i) any applicable law or regulation or any order of any Governmental Authority except where such violation, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or (ii) the charter, by-laws or other organizational documents Organizational Documents of the CompanyHoldings, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectSubsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the CompanyHoldings, the Borrower or any of its Subsidiaries or its any of their assets, or give rise to a right thereunder to require any payment to be made by the CompanyHoldings, the Borrower or any of its Subsidiaries, in each case to the extent that Subsidiaries except where such violation or default default, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the CompanyHoldings, the Borrower or any of its Subsidiaries (other than the Liens arising under granted pursuant to the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case to the extent that Subsidiaries where such violation or default could 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 the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Permitted Liens and Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable judgment, law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument Material Agreement binding upon the Company, on the Borrower or any of its Subsidiaries or any of its assets, material assets or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any material asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof (a) do not require any Loan Party to obtain, complete or make any consent or approval of, registration or filing with, or any other similar action by, any Governmental Authority, except (i) as set forth on Part A of Schedule 4.3 or (ii) such as have been obtained or made and are in full force and effect, (b) will not violate in any material respect any applicable law or regulation or any order of any Governmental Authority by which it is bound and will not violate the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectSubsidiary, (c) will not violate or result in a default under any indenture listed on Part B of Schedule 4.3 and any other material indenture, material agreement or other material instrument binding upon the Company, the Borrower or any of its Subsidiaries or its assets, or or, except as set forth on Part B of Schedule 4.3, give rise to a right thereunder to require any material payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, and (d) will not result in or require the creation creation, imposition or imposition sharing of any Lien on any material asset of the Company, the Borrower or any of its Subsidiaries (other than Liens arising under including pursuant to the Loan Documents“equal and ratable” Lien requirements of any such indenture).

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) filings and registrations necessary to perfect the Liens on the Collateral, if any, granted by the Loan Parties in favor of the AdministrativeCollateral Agent for the benefit of the Secured Parties and (ii) such as have been obtained or made and are in full force and effect, (b) will not violate in any material respect any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to Authority binding upon the extent such violation Company or any of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effectits Subsidiaries, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, in each case to the extent that such violation or default could 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 the Company, the Borrower Company or any of its Subsidiaries (Subsidiaries, other than Liens arising under securing the Loan Documents)Obligations.

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) filings and registrations necessary to perfect the Liens on the Collateral, if any, granted by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties and (ii) such as have been obtained or made and are in full force and effect, (b) will not violate in any material respect any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to Authority binding upon the extent such violation Company or any of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effectits Subsidiaries, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, in each case to the extent that such violation or default could 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 the Company, the Borrower Company or any of its Subsidiaries (Subsidiaries, other than Liens arising under securing the Loan Documents)Obligations.

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 with jurisdiction over the Company or any Subsidiary, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to Authority with jurisdiction over the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectCompany, (c) will not violate or result in a default under any indenture, indenture or any material agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of the Company, the Borrower Company or any of its Subsidiaries Subsidiaries, except, in the case of clauses (other than Liens arising under a) through (d) above, for any of the Loan Documents)foregoing that could not reasonably be expected to result in a Material Adverse Effect or materially and adversely to affect the rights or interests of the Lenders.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any material provision of any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a material default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, (b) will individually or in the aggregate, could not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a material default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or material approval of, material registration or material filing with, or any other action by, any Governmental Authority, except such in each case as have been obtained or made prior to the Effective Date and that are in full force and effecteffect and except for filings required to perfect the Liens created pursuant to the Loan Documents, (b) will not violate (i) any applicable material law or material regulation or (ii) the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries or (iii) any material order judgment or decree of any Governmental Authority, in each case Authority applicable to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse EffectCompany and its Subsidiaries, (c) will not violate in any material respect or result in a default under any material indenture, material agreement or other material instrument binding upon the Company, the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any material payment to be made by the Company, the Borrower Company or any of its Subsidiaries, in each case to the extent that such violation or default could 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 the Company, the Borrower Company or any of its Subsidiaries (Subsidiaries, other than Liens arising created under the Loan Documents)Documents and, with respect to the use of proceeds thereof, other than a Lien permitted by Section 6.02.

Governmental Approvals; No Conflicts. The Transactions Transaction (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 effecteffect and except for such consents, approvals, registrations, filings and other actions the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, except for such violations which, individually or in each case to the extent such violation of applicable law or regulation or such violation of the charteraggregate, by-laws or other organizational documents of a Subsidiary could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, in each case to the extent that except for such violation violations and defaults which, individually or default could 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 the Companyaggregate, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents).could not

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Company of this Agreement and of the other Operative 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 effecteffect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law law, rule or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries Affiliates or any judgment, order judgment or decree ruling of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon on the Company, the Borrower Company or any of its Subsidiaries Affiliates or any of its assets, assets or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, Affiliates and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower Company or any of its Subsidiaries Affiliates, except Liens (other than Liens arising if any) created under the Loan Operative Documents).

Governmental Approvals; No Conflicts. The Transactions (a) do not require the Company or any Subsidiary to obtain or make 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 effecteffect or that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation applicable to the Company or any Subsidiary, or the charter, by-laws or other organizational documents of the Company, the Borrower Company or any of its Subsidiaries Subsidiary, or any order judgment or decree of any Governmental Authority, in each case Authority applicable to the extent such Company or any Subsidiary, except as to any law, regulation or order the violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary which could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower Company or any of its Subsidiaries, in each case except for any such violations, defaults or rights to the extent require payment that such violation or default could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower Company or any of its Subsidiaries (other than Liens arising under the Subsidiaries. No exchange control law or regulation materially restricts any Borrower from complying with its obligations in respect of any Loan Documents)or Letter of Credit denominated in a Committed Currency.

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) those contemplated in connection with the creation of the Liens under the Loan Documents and (iii) the filing of the Loan Documents with such regulatory agencies or authorities as may be required by applicable law, (b) will not violate any applicable law or regulation or the charter, by-by- laws or other organizational documents of the Company, the any Borrower or any of its Subsidiaries subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, indenture or agreement for borrowed money or other material agreement or other instrument binding upon the Company, the any Borrower or any of its Subsidiaries subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the any Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effectsubsidiaries, and (d) except for the Liens in favor of the Collateral Agents, for the benefit of the Secured Parties, created under the Loan Documents, will not result in the creation or imposition of any Lien on any asset of the Company, the any Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Company, on the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case to the extent Subsidiaries (except for violations that such violation or default could would 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 the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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 effecteffect or where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, on the Borrower 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 the Company, the Borrower or any of its Subsidiaries, in each case Subsidiaries except to the extent that such violation or default could would not reasonably be expected to have a Material Adverse Effect, Effect and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower or any of its Subsidiaries Subsidiaries, except Liens (other than Liens arising if any) created under the Loan Documents).

Governmental Approvals; No Conflicts. The Transactions transactions contemplated by this Agreement (a) do not require any consent or approval of, registration or filing with, Governmental Approval on the part of the Borrower or any other action by, any Governmental Authorityof its Subsidiaries, except such as have been obtained or made and are in full force and effect, (b) will not violate (i) any Law applicable law or regulation or the charter, by-laws or other organizational documents of the Company, to the Borrower or any of its Subsidiaries or Subsidiaries, except any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary that could not reasonably be expected to have a Material Adverse Effect, (ii) the organizational documents of the Borrower or any of its Subsidiaries, or (iii) any order of any Governmental Authority applicable to the Borrower or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement agreement, or other instrument binding upon the CompanyBorrower, the Borrower any of its Subsidiaries, or any of its Subsidiaries or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its SubsidiariesSubsidiary, in each case to the extent except any violation, default, or payment that such violation or default 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 the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiaries.

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 effecteffect or which shall be completed at the appropriate time for such filings under applicable securities laws, (b) will not violate violate, to the Credit Parties’ knowledge, any applicable law or law, regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, in each case Authority to the extent that such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of any Credit Party or any of the Borrower’s Subsidiaries, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower any Credit Party or any of its the Borrower’s Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower any Credit Party or any of its Subsidiaries, in each case the Borrower’s Subsidiaries to the extent that such violation violation, default or default right to require payment could 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 Collateral, except pursuant to the Deed of Trust and the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Pledge Agreements.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any Loan Party to obtain any consent or approval of, or make any registration or filing with, or request any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effecteffect (except for any reports required to be filed by the Borrower with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and routine Tax filings), (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries Subsidiary Guarantor or any order judgment or decree of any Governmental Authority, in each case to nor is any such consent, approval, registration, filing or other action necessary for the extent such violation validity or enforceability of applicable law any Loan Document or regulation or such violation the consummation of the charterTransactions, by-laws except such as have been obtained or made and are in full force and effect other organizational documents than the recording and filing of a Subsidiary could reasonably be expected to have a Material Adverse Effectthe Security Instruments as required by this Agreement, (c) will not violate or result in a default under the Existing Notes, any indenture pursuant to which any Existing Notes are issued, or any other indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries the Subsidiary Guarantors or its assets, or result in, or require, the creation or imposition of any Lien in, of or on the Collateral pursuant to the terms of such document, or give rise to a right thereunder to require any material payment to be made by the Company, the Borrower or any of its Subsidiaries, in each case to the extent that such violation or default could 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 the Company, the Borrower or any of its Subsidiaries (other than Liens arising under the Loan Documents)Subsidiary Guarantor.

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) filings necessary to perfect Liens created under the Loan Documents and (iii) other consents, approvals, registrations and filings the failure to obtain which could not reasonably be expected (individually or in the aggregate) to have a Material Adverse Effect, (b) will not violate in any material respect any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower Borrowers or any of its their Subsidiaries or any order judgment or decree of any Governmental Authority, in each case to the extent such violation of applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Company, the Borrower Company or any of its the Subsidiaries or its assetstheir assets (except for the Existing Defaults), or give rise to a right thereunder (other than in respect of the Existing Defaults) to require any payment to be made by the Company, the Borrower Company or any of its the Subsidiaries, in each case to the extent that such violation or default could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of (or any requirement to create or impose) any Lien on any asset of the Company, the Borrower Company or any of its Subsidiaries (other than the Subsidiaries, except Liens arising 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 effecteffect and except for such filings as may be required with the SEC to comply with disclosure obligations, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower or any of its Subsidiaries or the Parent Companies or any order judgment or decree of any Governmental Authority, in each case to the extent such except for any violation of any applicable law or regulation or such violation of the charter, by-laws or other organizational documents of a Subsidiary could that would not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries or its the Parent Companies or their assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its SubsidiariesSubsidiaries or the Parent Companies, in each case to the extent that such except for any violation or default could that would 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 the Company, the Borrower or any of its Subsidiaries (other than Liens arising under or the Loan Documents)Parent Companies.”