Common use of No Conflict; Governmental Consents Clause in Contracts

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company or any of its Significant Subsidiaries, respectively, is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or such Significant Subsidiary, other than Liens permitted or created by the Loan Documents. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company or any such Significant Subsidiary, respectively, is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (including under any Environmental Property Transfer Act) or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of this Agreement, the Loan other Operative Documents and the other Transaction Documents to which the Company or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (ia) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) Organizational Documents of the Company or any such Significant Subsidiary, (b) (i) constitute a tortious interference with any Contractual Obligation of any Person (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or any such Significant Subsidiary, or require termination of any Contractual Obligation, except Obligation of the Company or any such conflictSubsidiary which, breach, default or termination which individually or in the aggregate case of clause (ii), could not be reasonably be expected to have a Material Adverse Effect, or (iiic) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or any such Significant Subsidiary, other than Liens permitted or created by the Loan Transaction Documents, or (d) require any approval of the Company's or any such Subsidiary's board of directors or stockholders except such as have been obtained. The Except as set forth on Exhibit 6.3 attached hereto, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which the Company or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company such Borrower or any other member of its Significant Subsidiaries, respectively, the Obligor Group is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of such Borrower or any such other member of the Company or such Significant SubsidiaryObligor Group, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company such Borrower or any such Significant Subsidiary, respectively, other member of the Obligor Group is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles Charter Documents of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse EffectEffect and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any other member of its Significant Subsidiaries, respectively, the Obligor Group is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of the Company Borrower or such Significant Subsidiaryany other member of the Obligor Group, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiaryother member of the Obligor Group, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or such Significant Subsidiaryany other member of the Obligor Group, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, other member of the Obligor Group is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. (i) The executionexecution and delivery by the Company of this Agreement and the other Transaction Documents, delivery the issuance and performance of each sale of the Loan Documents to which Shares and the Company consummation of the other transactions contemplated hereby or any of its Significant Subsidiaries, respectively, is a party thereby do not and will not (i) conflict with result in the certificate violation of any law, statute, rule, regulation, order, writ, injunction, judgment or articles decree of incorporation, partnership agreement, certificate of partnership, articles any court or certificate of organization governmental authority to or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) of by which the Company is bound including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or such Significant Subsidiaryreasonably be expected to result in a Material Adverse Effect, (ii) conflict with or violate any provision of the Company’s Amended and Restated Certificate of Incorporation (the “Articles”) or the Amended and Restated Bylaws, (and collectively with the Articles, the “Charter Documents”) of the Company, or (iii) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with or without due notice or lapse of time or both) a default or give to others any rights of termination, amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any Requirement of Law (includingagreement, without limitationcredit facility, any Environmental Property Transfer Act) lease, loan agreement, mortgage, security agreement, trust indenture or Contractual Obligation of other agreement or instrument to which the Company is a party or such Significant Subsidiaryby which any of them is bound or to which any of their respective properties or assets is subject, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) nor result in or require the creation or imposition of any Lien whatsoever Encumbrances upon any of the property properties or assets of the Company or such Significant SubsidiaryCompany, other than Liens permitted or created by except in the Loan Documents. The execution, delivery and performance by the Company or any Significant Subsidiary case of each of the Loan Documents to which the Company or any clauses (i) and (iii), such Significant Subsidiary, respectively, is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (including under any Environmental Property Transfer Act) or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate as could not have or reasonably be expected to have result in a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrowers or any of its Significant Subsidiaries, respectively, is their respective Subsidiaries are a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, incorporation and by-laws, laws or operating agreement or other management agreement (of the Borrowers or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrowers or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrowers or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrowers' or any such Subsidiary's shareholders or members, as the case may be, except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrowers or any such Significant Subsidiary, respectively, of their respective Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (iA) conflict with the certificate or articles Constituent Documents of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (B) (i) constitute a tortious interference with any Contractual Obligation of any Person or (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except Obligation of the Borrower or any such conflictSubsidiary which, breach, default or termination which individually or in the aggregate case of this clause (ii), could not be reasonably be expected anticipated to have result in a Material Adverse Effect, or (iiiC) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Transaction Documents, or (D) require any approval of the Borrower’s or any such Subsidiary’s Board of Directors or shareholders or unitholders except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (iA) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documentssuch Subsidiary, (B) (i) constitute a tortious interference with any Contractual Obligation of the Company or such Significant Subsidiaryany Person, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any material Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any such Contractual Obligation, (C) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (D) require any approval of the Borrower's or any such Subsidiary's Board of Directors or shareholders except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (including under any Environmental Property Transfer Act) Authority, except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement laws (or any other analogous equivalent constituent documents) of the Company Borrower or such Significant Subsidiaryany of its Subsidiaries, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or such Significant Subsidiaryany of its Subsidiaries, or require termination of any Contractual Obligation, except any such conflictinterference, breach, breach or default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or such Significant Subsidiaryany of its Subsidiaries, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of the Company or any such Significant Subsidiary, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles Charter Documents of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement requirement of Law law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (governmental authority, including under any Environmental Property Transfer Act, except (i) filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of the Company Borrower or any such Significant Subsidiary, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of the Borrower or any such Subsidiary or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan DocumentsDocuments or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer ActAct on or prior to the Effective Date, except (i) filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse EffectEffect and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company any Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate articles of partnership, articles or certificate of organization or formationorganization, by-lawslaws or operating agreement, operating agreement or other management agreement (each as applicable, of such Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company any Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company any Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of any Borrower’s or any such Subsidiary’s shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company any Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company such Borrower or any other member of its Significant Subsidiaries, respectively, the Obligor Group is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of such Borrower or any such other member of the Company or such Significant SubsidiaryObligor Group, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company such Borrower or any such Significant Subsidiary, respectively, other member of the Obligor Group is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or will be made, obtained or given substantially concurrently with the occurrence of the Closing Date, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company or any of its Significant Subsidiaries, respectively, Borrower is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) of the Company or such Significant SubsidiaryBorrower, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, PUHCA, FPA or any Environmental Property Transfer Act) or Contractual Obligation of the Company or such Significant SubsidiaryBorrower, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or such Significant SubsidiaryBorrower, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's members except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company or any such Significant Subsidiary, respectively, Borrower is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company or any of its Significant Subsidiaries, respectively, Borrower is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) of the Company or such Significant SubsidiaryBorrower, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, PUHCA, FPA or any Environmental Property Transfer Act) or Contractual Obligation of the Company or such Significant SubsidiaryBorrower, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or such Significant SubsidiaryBorrower, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower’s members except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company or any such Significant Subsidiary, respectively, Borrower is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the L-P Asset Purchase Agreement and the Loan Documents to which each of the Company or any of its Significant Subsidiaries, respectively, Borrowers is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) laws of each of the Company or such Significant SubsidiaryBorrowers, (ii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or such Significant Subsidiaryany Borrower, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrowers or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of any Borrower's or any of its respective Subsidiary's shareholders except such as have been obtained. The Except as set forth on SCHEDULE 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which any of the Company Borrowers or any such Significant Subsidiary, respectively, their respective Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company or any of its Significant Subsidiaries, respectively, Borrower is a party do not and will not (i) conflict with the certificate of incorporation or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) laws of the Company or such Significant SubsidiaryBorrower, (ii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or such Significant SubsidiaryBorrower, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have result in a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or such Significant any Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any Subsidiary's shareholders except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, its respective Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have result in a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of the Borrower or any such Subsidiary or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and ---------------------------------- performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement laws (or other management agreement (or any other analogous applicable constituent documents) of the Company Borrower or any such Significant Subsidiary, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the ------------ execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company such Borrower or any other member of its Significant Subsidiaries, respectively, the Obligor Group is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of such Borrower or any such other member of the Company or such Significant SubsidiaryObligor Group, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company such Borrower or any such Significant Subsidiary, respectively, other member of the Obligor Group is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse 90 Exhibit 10.1 Effect.

No Conflict; Governmental Consents. The executionexecution and delivery by the Company of this Subscription Agreement and the Offering Materials, delivery the issuance and performance of each sale of the Loan Documents to which Common Stock and the Company consummation of the other transactions contemplated hereby or any of its Significant Subsidiaries, respectively, is a party thereby do not and will not (i) conflict with result in the certificate violation of any law, statute, rule, regulation, order, writ, injunction, judgment or articles decree of incorporation, partnership agreement, certificate of partnership, articles any court or certificate of organization governmental authority to or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) of by which the Company is bound including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or such Significant Subsidiaryreasonably be expected to result in a Material Adverse Effect, (ii) conflict with or violate any provision of the Company’s Articles of Incorporation (the “Articles”), as amended or the Bylaws, (and collectively with the Articles, the “Charter Documents”) of the Company, and (iii) conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with or without due notice or lapse of time or both) a default or give to others any rights of termination, amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any Requirement material agreement, credit facility, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which any of Law (includingthem is bound or to which any of their respective properties or assets is subject, without limitation, nor result in the creation or imposition of any Environmental Property Transfer Act) or Contractual Obligation liens and encumbrances upon any of the Company properties or such Significant Subsidiaryassets of the Company, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not would reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or (iii) result in or require the creation or imposition other order of any Lien whatsoever upon governmental authority or any of the property or assets of other person is required to be obtained by the Company or such Significant Subsidiaryin connection with the authorization, other than Liens permitted or created by the Loan Documents. The execution, delivery and performance by of this Subscription Agreement and the Company other Offering Materials or any Significant Subsidiary of each in connection with the authorization, issue and sale of the Loan Documents to which the Company or any such Significant Subsidiary, respectively, is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (including under any Environmental Property Transfer Act) or any other third party Common Stock except such registrationspost-sale filings as may be required to be made with the SEC, consentsFINRA and with any state or foreign blue sky or securities regulatory authority, approvals, notices and other actions all of which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably shall be expected to have a Material Adverse Effectmade when required.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles Charter Documents of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower’s or any such Subsidiary’s shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse EffectEffect and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The Except as set forth on SCHEDULE 5.3 to this Agreement, the execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which any member of the Company or any of its Significant Subsidiaries, respectively, Consolidated AMC Group is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) laws of the Company or such Significant SubsidiaryPerson, (ii) to such Person's Knowledge constitute a violation of or breach under any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of any such member of the Company or such Significant SubsidiaryConsolidated AMC Group, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could would not reasonably be expected likely to have a Material Adverse Effect, or (iii) with respect to the Loan Documents and, to their Knowledge, with respect to the other Transaction Documents, result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of any member of the Company or such Significant SubsidiaryBorrower Corporate Group, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of any such member's shareholders except such as have been obtained. The Except as set forth on SCHEDULE 5.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which any member of the Company or any such Significant Subsidiary, respectively, Consolidated AMC Group is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could would not reasonably be expected likely to have a Material Adverse Effect, and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of the Company Borrower or any such Significant Subsidiary, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents. The Except as set forth on SCHEDULE 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained obtained, or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of the Borrower or any such Subsidiary or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.,

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the any Company or any of its Significant Subsidiaries, respectively, is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) laws of the Company or such Significant SubsidiaryCompany, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, including any Environmental Property Transfer Act) or Contractual Obligation of the Company or such Significant SubsidiaryCompany, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or such Significant SubsidiaryCompany, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of such Company's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the any Company or any such Significant Subsidiary, respectively, is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained obtained, or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the 44 Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which each of the Company or any of its Significant Subsidiaries, respectively, Loan Parties is a party do not and will not (ia) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) laws of the Company or such Significant SubsidiaryLoan Party, (iib) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or any such Significant SubsidiaryLoan Party, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iiic) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or such Significant Subsidiaryany of its Subsidiaries, other than Liens permitted or created by the Loan Documents, or (d) require any approval of any Loan Party’s Board of Directors or shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with 89826417_6 or by any Governmental Authority Authority, except for (including under a) the filing of Uniform Commercial Code financing statements, filings with the United States Copyright Office and/or the United States Patent and Trademark Office and the recording of Mortgages pursuant to the Loan Documents (and any Environmental Property Transfer Actapplicable foreign equivalent filings or requirements) or any other third party except such registrations(b) filings, consents, approvals, consents or notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens created under or permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and ---------------------------------- performance of each of the Loan Documents and other Transaction Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles Charter Documents of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement requirement of Law law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (governmental authority, including under any Environmental Property Transfer Act, except (i) filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and the other Transaction Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.