Common use of No Conflicts, Consents, etc Clause in Contracts

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (ii) conflicts with any Requirement of Law applicable to the Mortgagor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted by it pursuant to this Mortgage or for the execution, delivery or performance hereof by the Mortgagor except for the filing of this Mortgage and the other filings contemplated hereby or (ii) the exercise by the Mortgagee of the remedies in respect of the Mortgaged Property pursuant to this Mortgage other than those required by law in connection with the exercise of the applicable remedy.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor Grantor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor Grantor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (ii) conflicts with any Requirement of Law applicable to the Mortgagor Grantor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the MortgagorGrantor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor Grantor granted by it pursuant to this Mortgage Deed of Trust or for the execution, delivery or performance hereof by the Mortgagor Grantor except for the filing of this Mortgage Deed of Trust and the other filings contemplated hereby or (ii) the exercise by the Mortgagee Beneficiary of the remedies in respect of the Mortgaged Property pursuant to this Mortgage Deed of Trust other than those required by law in connection with the exercise of the applicable remedy.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (ii) conflicts with any Requirement of Law applicable to the Mortgagor or its property or (iii) results will result in or requires require the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except in the case of clause (i) and (ii) of this sentence, where such violation, violation or conflict, creation or imposition would not have result in a Property Material Adverse Effect. No Other than consents previously provided to the Mortgagor, no consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted by it pursuant to this Mortgage or for the execution, delivery or performance hereof by the Mortgagor except for the filing of this Mortgage and the other filings contemplated hereby or (ii) other than as described in Article XI, the exercise by the Mortgagee of the remedies in respect of the Mortgaged Property pursuant to this Mortgage other than those required by law in connection with the exercise of the applicable remedyMortgage.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (ii) conflicts with any Requirement of Law applicable to the Mortgagor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted by it pursuant to this Mortgage or for the execution, delivery or performance hereof by the Mortgagor except for the filing of this Mortgage and the other filings contemplated hereby or (ii) the exercise by the Mortgagee of the remedies in respect of the Mortgaged Property pursuant to this Mortgage other than those required by law in connection with the exercise of the applicable remedy.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor each Grantor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Grantor or any issuer of Pledged Stock, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor such Grantor is a party, or by which it may be is bound or to which any of its properties or assets may be are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iiiii) conflicts with any Requirement of Law applicable to the Mortgagor any such Grantor or its property property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iiiiv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated herebyhereby or by any of the other Loan Documents) upon or with respect to any of the Mortgaged Property, except where property now owned or hereafter acquired by such violation, conflict, creation or imposition would not have a Property Material Adverse EffectGrantor. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permitsincluding, without limitation, equityholders or creditors of such Grantor) is required (A) for (i) the granting pledge by such Grantor of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted Collateral pledged by it pursuant to this Mortgage Agreement or for the execution, delivery or performance hereof by the Mortgagor such Grantor other than such as have been obtained or made and are in full force and effect and except for such filings as may be necessary to perfect the filing of Liens granted pursuant to this Mortgage and the other filings contemplated hereby or Agreement, except as set forth in Schedule IV annexed hereto, (iiB) for the exercise by the Mortgagee Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Mortgaged Property Collateral pursuant to this Mortgage Agreement subject to the provisions of Article V hereof. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other than those required by law in connection with Person therefor, then, upon the reasonable request of the Collateral Agent, such Grantor agrees to use its commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of the applicable remedyany such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof of --------------------------- this Agreement by the Mortgagor Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any charter or by-laws or other organizational document of Pledgor or any issuer of Pledged Shares, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation or conflict would have a material adverse effect on Central or a material adverse effect on the value of the Pledged Collateral or an adverse effect on the security interests hereunder, (iiiii) conflicts with any Requirement of Law law, order, rule or regulation applicable to the Mortgagor Pledgor of any governmental authority having jurisdiction over Pledgor or its property property, or (iiiiv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation property now owned or imposition would not have a Property Material Adverse Effecthereafter acquired by Pledgor. No consent of any party (including, without limitation, equityholders or creditors of the MortgagorPledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or other Person (other than with respect to any required Permits) is required for (ix) the granting pledge by Pledgor of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted Pledged Collateral pledged by it pursuant to this Mortgage Agreement or for the execution, delivery or performance hereof by the Mortgagor except for the filing of this Mortgage and the other filings contemplated hereby or Agreement by Pledgor, (iiy) the exercise by Secured Party of the Mortgagee rights provided for in this Agreement or (z) the exercise by Secured Party of the remedies in respect of the Mortgaged Property Pledged Collateral pursuant to this Mortgage Agreement. In the event that Secured Party desires to exercise any remedies or powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any governmental authority or any other than those required by law in connection with Person therefor, then, upon the reasonable request of Secured Party, Pledgor agrees to use its reasonable best efforts to assist and aid Secured Party to obtain as soon as practicable any necessary approvals for the exercise of the applicable remedyany such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof obligations to be performed by Mortgagor hereunder (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor is a party, or by which it may be is bound or to which any of its properties or assets may are subject except for violations that could not reasonably be subjectexpected to result in a Material Adverse Effect, (ii) conflicts with any Requirement of Law applicable to the Mortgagor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted by it pursuant to - this Mortgage or for the execution, delivery or performance hereof by the Mortgagor except for consents, approvals, registrations, filings or actions the filing failure of this Mortgage and the other filings contemplated hereby which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect or (ii) the exercise by the Mortgagee of the remedies in respect of the Mortgaged Property pursuant to this Mortgage other than those required by law in connection with the exercise of the applicable remedyMortgage.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof obligations to be performed by Mortgagor hereunder (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor is a party, or by which it may be is bound or to which any of its properties or assets may are subject except for violations that could not reasonably be subjectexpected to result in a Material Adverse Effect, (ii) conflicts with any Requirement of Law applicable to the Mortgagor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted by it pursuant to this Mortgage or for the execution, delivery or performance hereof by the Mortgagor except for consents, approvals, registrations, filings or actions the filing failure of this Mortgage and the other filings contemplated hereby which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect or (ii) the exercise by the Mortgagee of the remedies in respect of the Mortgaged Property pursuant to this Mortgage other than those required by law in connection with the exercise of the applicable remedyMortgage.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor each Grantor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Grantor or any issuer of Pledged Stock, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor such Grantor is a party, or by which it may be is bound or to which any of its properties or assets may be are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iiiii) conflicts with any Requirement of Law applicable to the Mortgagor any such Grantor or its property property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iiiiv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated herebyhereby or by any of the other Financing Documents) upon or with respect to any of the Mortgaged Propertyproperty now owned or hereafter acquired by such Grantor. Except as set forth in Schedule IV annexed hereto, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permitsincluding, without limitation, equityholders or creditors of such Grantor) is required (A) for (i) the granting pledge by such Grantor of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted Collateral pledged by it pursuant to this Mortgage Agreement or for the execution, delivery or performance hereof by the Mortgagor such Grantor other than such as have been obtained or made and are in full force and effect and except for such filings as may be necessary to perfect the filing of Liens granted pursuant to this Mortgage and the other filings contemplated hereby or Agreement, (iiB) for the exercise by the Mortgagee Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Mortgaged Property Collateral pursuant to this Mortgage Agreement subject to the provisions of Article V hereof. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other than those required by law in connection with Person therefor, then, upon the reasonable request of the Collateral Agent, such Grantor agrees to use its commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of the applicable remedyany such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor each Grantor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Grantor or any issuer of Pledged Stock (as defined in the Pledge Agreement), (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor such Grantor is a party, or by which it may be is bound or to which any of its properties or assets may be are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iiiii) conflicts with any Requirement of Law applicable to the Mortgagor any such Grantor or its property property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iiiiv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated herebyhereby or by any of the other Financing Documents) upon or with respect to any of the Mortgaged Propertyproperty now owned or hereafter acquired by such Grantor. Except as set forth in Schedule IV annexed hereto, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permitsincluding, without limitation, equityholders or creditors of such Grantor) is required (A) for (i) the granting pledge by such Grantor of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted Collateral pledged by it pursuant to this Mortgage Agreement or for the execution, delivery or performance hereof by the Mortgagor such Grantor other than such as have been obtained or made and are in full force and effect and except for such filings as may be necessary to perfect the filing of Liens granted pursuant to this Mortgage and the other filings contemplated hereby or Agreement, (iiB) for the exercise by the Mortgagee Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Mortgaged Property Collateral pursuant to this Mortgage Agreement subject to the provisions of Article V hereof. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other than those required by law in connection with Person therefor, then, upon the reasonable request of the Collateral Agent, such Grantor agrees to use its commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of the applicable remedyany such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof --------------------------- of this Agreement by the Mortgagor Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any charter or bylaws or other organizational document of Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation or conflict would have a material adverse effect on Insight Ohio, or a material adverse effect on the value of the Pledged Collateral or an adverse effect on the security interests hereunder, (iiiii) conflicts with any Requirement of Law law, order, rule or regulation applicable to the Mortgagor Pledgor of any governmental authority having jurisdiction over Pledgor or its property property, or (iiiiv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation property now owned or imposition would not have a Property Material Adverse Effecthereafter acquired by Pledgor. No consent of any party (including, without limitation, equityholders equity holders or creditors of the MortgagorPledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or other Person (other than with respect to any required Permits) is required for (ix) the granting pledge by Pledgor of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted Pledged Collateral pledged by it pursuant to this Mortgage Agreement or for the execution, delivery or performance hereof by the Mortgagor except for the filing of this Mortgage and the other filings contemplated hereby or Agreement by Pledgor, (iiy) the exercise by Trustee of the Mortgagee rights provided for in this Agreement or (z) the exercise by Trustee of the remedies in respect of the Mortgaged Property Pledged Collateral pursuant to this Mortgage Agreement. In the event that Trustee desires to exercise any remedies or powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any governmental authority or any other than those required by law in connection with Person therefor, then, upon the reasonable request of Trustee, Pledgor agrees to use its reasonable best efforts to assist and aid Trustee to obtain as soon as practicable any necessary approvals for the exercise of the applicable remedyany such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and --------------------------- and delivery hereof by the Mortgagor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (ii) conflicts with any Requirement of Law applicable to the Mortgagor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted by it pursuant to this Mortgage or for the execution, delivery or performance hereof by the Mortgagor except as set forth in the Real Property Officers' Certificate, except for the applicable recording and filing of this Mortgage and the other filings contemplated hereby requirements, or (ii) the exercise by the Mortgagee of the remedies in respect of the Mortgaged Property pursuant to this Mortgage other than those required by law in connection with the exercise of the applicable remedyMortgage.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (ii) conflicts with any Requirement of Law applicable to the Mortgagor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted by it pursuant to this Mortgage or for the execution, delivery or performance hereof by the Mortgagor except for the filing of this Mortgage and the other filings contemplated hereby or (ii) the exercise by the Mortgagee of the remedies in respect of the Mortgaged Property pursuant to this Mortgage other than those required by law in connection with the exercise of the applicable remedyMortgage.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof of this Agreement or any other Credit Document to which such Pledgor is a party by the Mortgagor such Pledgor nor the consummation of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof (i) violates any charter or by-laws or other organizational document of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (iiiii) conflicts with any Requirement of Law law, order, rule or regulation applicable to the Mortgagor any such Pledgor of any Governmental Authority having jurisdiction over such Pledgor or its property or (iiiiv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Propertyproperty now owned or hereafter acquired by such Pledgor, except where such violation, conflict, creation or imposition would with respect to each of the foregoing which is not reasonably likely to have a Property Material Adverse Effect, a material adverse effect on the value of the Pledged Collateral taken as a whole or an adverse effect on the security interests hereunder taken as a whole. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagorsuch Pledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (ix) the granting pledge by such Pledgor of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted Pledged Collateral pledged by it pursuant to this Mortgage Agreement or for the execution, delivery or performance hereof by the Mortgagor except for the filing of this Mortgage and the other filings contemplated hereby or Agreement by such Pledgor, (iiy) except as expressly recognized in Section 3 hereof, the exercise by the Mortgagee Administrative Agent of the rights provided for in this Agreement or (z) except as expressly recognized in Section 3 hereof, the exercise by the Administrative Agent of the remedies in respect of the Mortgaged Property Pledged Collateral pursuant to this Mortgage other than those required by law in connection with the exercise of the applicable remedyAgreement.

No Conflicts, Consents, etc. Neither the execution and --------------------------- and delivery hereof by the Mortgagor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (ii) conflicts with any Requirement of Law applicable to the Mortgagor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted by it pursuant to this Mortgage or for the execution, delivery or performance hereof by the Mortgagor except for the filing of this Mortgage and the other filings contemplated hereby or (ii) the exercise by the Mortgagee of the remedies in respect of the Mortgaged Property pursuant to this Mortgage other than those required by law in connection with the exercise of the applicable remedy.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor each Grantor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Grantor or any issuer of Pledged Stock (as defined in the Pledge Agreement), (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor such Grantor is a party, or by which it may be is bound or to which any of its properties or assets may be are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iiiii) conflicts with any Requirement of Law applicable to the Mortgagor any such Grantor or its property property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iiiiv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated herebyhereby or by any of the other Loan Documents) upon or with respect to any of the Mortgaged Propertyproperty now owned or hereafter acquired by such Grantor. Except as set forth in Schedule IV annexed hereto, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permitsincluding, without limitation, equityholders or creditors of such Grantor) is required (A) for (i) the granting pledge by such Grantor of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted Collateral pledged by it pursuant to this Mortgage Agreement or for the execution, delivery or performance hereof by the Mortgagor such Grantor other than such as have been obtained or made and are in full force and effect and except for such filings as may be necessary to perfect the filing of Liens granted pursuant to this Mortgage and the other filings contemplated hereby or Agreement, (iiB) for the exercise by the Mortgagee Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Mortgaged Property Collateral pursuant to this Mortgage Agreement subject to the provisions of Article V hereof. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other than those required by law in connection with Person therefor, then, upon the reasonable request of the Collateral Agent, such Grantor agrees to use its commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of the applicable remedy.any such remedies, rights and powers. COVENANTS

No Conflicts, Consents, etc. Neither the execution and --------------------------- and delivery hereof by the Mortgagor any Grantor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor such Grantor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (ii) conflicts with any Requirement of Law applicable to the Mortgagor Grantor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagorsuch Grantor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor such Grantor granted by it pursuant to this Mortgage Deed of Trust or for the execution, delivery or performance hereof by the Mortgagor such Grantor except for the filing of this Mortgage Deed of Trust and the other filings contemplated hereby or (ii) the exercise by the Mortgagee Beneficiary of the remedies in respect of the Mortgaged Property pursuant to this Mortgage Deed of Trust other than those required by law in connection with the exercise of the applicable remedy.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor any Grantor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the terms of any material agreement, indentureCredit Agreement, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor such Grantor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (ii) conflicts with any Requirement of Law applicable to the Mortgagor Grantor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders equity holders or creditors of the Mortgagor) such Grantor), and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required or if required, such consent has been obtained, for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor such Grantor granted by it pursuant to this Mortgage Deed of Trust or for the execution, delivery or performance hereof by the Mortgagor such Grantor except for the filing of this Mortgage Deed of Trust and the other filings contemplated hereby or (ii) the exercise by the Mortgagee Beneficiary or the Trustee of the remedies in respect of the Mortgaged Property pursuant to this Mortgage Deed of Trust other than those required by law in connection with the exercise of the applicable remedyremedy and those specifically described in the Loan Documents.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor each Grantor nor the consummation of the transactions herein contemplated specified nor the fulfillment of the terms hereof (i) violates any organizational documents of such Grantor, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor such Grantor is a party, or by which it may be is bound or to which any of its properties or assets may be are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iiiii) conflicts with any Requirement requirement of Law applicable law applicable to the Mortgagor any such Grantor or its property property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iiiiv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated herebyhereby or by any of the other Financing Documents) upon or with respect to any of the Mortgaged Property, except where property now owned or hereafter acquired by such violation, conflict, creation or imposition would not have a Property Material Adverse EffectGrantor. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or other Person (other than with respect to any required Permitsincluding, without limitation, equityholders or creditors of such Grantor) is required (A) for (i) the granting pledge by such Grantor of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted Collateral pledged by it pursuant to this Mortgage Agreement or for the execution, delivery or performance hereof by the Mortgagor such Grantor other than such as have been obtained or made and are in full force and effect and except for such filings as may be necessary to perfect the filing of Liens granted pursuant to this Mortgage and the other filings contemplated hereby or Agreement, except as set forth in Schedule II annexed hereto, (iiB) for the exercise by the Mortgagee Trustee of the voting or other rights provided for in this Agreement or (C) for the exercise by the Trustee of the remedies in respect of the Mortgaged Property Collateral pursuant to this Mortgage Agreement subject to the provisions of Article V hereof. In the event that the Trustee is entitled to and desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Authority or any other than those required by law in connection with Person therefor, then, upon the reasonable request of the Trustee, such Grantor agrees to use its commercially reasonable efforts to assist and aid the Trustee to obtain as soon as practicable any necessary approvals or consents for the exercise of the applicable remedyany such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution --------------------------- and delivery hereof by the Mortgagor each Grantor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Grantor, (ii) violates the terms of any material agreement, contract, indenture, mortgage, deed of trust, equipment lease, license, instrument or other document to which the Mortgagor such Grantor is a partyparty and which is material to such Grantor, or by which it may be is bound or to which any of its properties or assets may be are subject, (iiiii) conflicts with any material Requirement of Law applicable to the Mortgagor any such Grantor or its property or assets, or (iiiiv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where property or assets now owned or hereafter acquired by such violation, conflict, creation or imposition would not have a Property Material Adverse EffectGrantor other than the Security Interest. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagorsuch Grantor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting grant of a mortgage Lien on and security interest in or pledge by such Grantor of the Mortgaged Property by the Mortgagor granted Collateral pledged by it pursuant to this Mortgage Agreement or for the execution, delivery or performance hereof by such Grantor other than as specified in Section 3.02 or those that have been made or obtained. In the Mortgagor except for event that the filing Secured Party desires to exercise any remedies, consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of this Mortgage and any Governmental Authority or any other Person therefor, then, upon the other filings contemplated hereby or (ii) the exercise by the Mortgagee reasonable request of the remedies in respect of Secured Party, such Grantor agrees to use its best efforts to assist and aid the Mortgaged Property pursuant Secured Party to this Mortgage other than those required by law in connection with obtain as soon as practicable any necessary approvals or consents for the exercise of the applicable remedyany such remedies, rights and powers.