Common use of No Legal Bar Clause in Contracts

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of the Parent, the Borrower or any of its Restricted Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, Documents by the consummation of the TransactionsLoan Parties thereto, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries Subsidiaries, as such may be applicable to or binding on each, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any such Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Organizational Document or Contractual Obligation of the Borrower or any of its Subsidiaries Group Member, except where any such violation could not reasonably be expected to have a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Parent Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Company, the Borrower or any of its their respective Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on to the Restatement to Company, the Borrower or any of its their respective Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Health Care Permit, Reimbursement Approval, Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries Group Member in any material respect and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of any Group Member except as would not individually or in the Borrower or any of its Subsidiaries aggregate reasonably be expected to have a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents and the Revolving Facility Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could would reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate in any material respect any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactionsborrowings hereunder, the issuance of the Letters of Credit, borrowings hereunder Credit and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries Group Member, except for any such violation which could not reasonably be expected to have a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents, the consummation of the TransactionsDocuments to which it is a party, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No violation of any Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of SuperHoldings, Holdings, the Borrower or any of its their respective Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security DocumentsDocuments or permitted by clause (m) of Section 7.3). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation (except those to which waivers or consents have been obtained or to the extent the violation of the Borrower or such material Contractual Obligation could not reasonably be expected to have a Material Adverse Effect) of any of its Subsidiaries Group Member and will not result in, or require, the creation or imposition of any Lien (other than the Liens created by the Security Documents) on any of their respective properties or revenues pursuant to any Requirement of Law or any such material Contractual Obligation (other than the Liens created by the Security Documents)Obligation. No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any material Requirement of Law or any Contractual Obligation of Holdings, the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any such Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries in any respect that would reasonably be expected to have a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Lien other than Liens permitted by Section 7.3 on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate or conflict with any Requirement of Law or any material Contractual Obligation of Holdings, the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, consummation of the Transactions, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any material Requirement of Law or any Operating Document of any Loan Party or any material Contractual Obligation of the Borrower or any of its Subsidiaries Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any material Requirement of Law or any such material Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents, the consummation of Regal-Holdings Notes and the TransactionsSenior Subordinated Note Documentation, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower Holdings or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Loan Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower Holdings or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law Law, any Organizational Document or any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries in any respect, except as would not be reasonably expected to have a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of SuperHoldings, Holdings, the Borrower or any of its their respective Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the REIT, the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries Group Member, except where any such violation could not reasonably be expected to have a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this ------------ Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of Holdings, the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Organizational Document or Contractual Obligation of the Borrower or any of its Subsidiaries Group Member, except where any such violation could not reasonably be expected to have a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of US Borrower Letters of Credit, the borrowings hereunder and the use of the proceeds thereof and the consummation of the other Transactions will not violate any Requirement of Law or any material Contractual Obligation of the Borrower or any of its Subsidiaries Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the any Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any material Requirement of Law or any Contractual Obligation of Holdings, the U.S. Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any such Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the U.S. Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings the Borrowings hereunder and the use of the proceeds thereof will not violate (a) the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Parent or any of its Subsidiaries and (b) any other Requirement of Law or any Contractual Obligation of the Borrower Parent or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement , except to the Borrower or any of its Subsidiaries could extent, in this clause (b), such violation would not reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate its Organizational Document, any Requirement of Law Law, Governmental Authorization or any Contractual Obligation of the Borrower or any of its Subsidiaries Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to its Organizational Documents, any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could would reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this ------------ Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of Holdings, the Borrower or any of its their respective Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues 38 33 pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the TransactionsAcquisition Documentation, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance by the Borrower of this Agreement Loan Agreement, the Note and the other Loan Security Documents, the consummation of borrowings by the TransactionsBorrower hereunder, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof and the granting of the security interests pursuant to the Security Documents will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries (including, without limitation, Borrower's obligations under the CoBank Loan Documentation) and will not result in, in or require, require the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than Obligation, except for the Liens created by pursuant to the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof (i) will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and (ii) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof (a) will not violate any Requirement of Law or any Contractual Obligation of Holdings, the Borrower or any of its the Restricted Subsidiaries and (b) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents, the Second Lien Notes Documents and the Term Loan Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement Agreement, the other Loan Documents and the other Loan Operative Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower Completion Guarantor or any of its Subsidiaries Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents and the Other Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower Completion Guarantor or any of its Subsidiaries could Loan Party could, individually or collectively, reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of Holdings, the Borrower or any of its Restricted Subsidiaries and will not result in, or require, the CREDIT AGREEMENT creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Restricted Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other ------------ Loan DocumentsDocuments to which the Borrower is a party, the consummation of the Transactions, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof and the creation and perfection of the Liens contemplated by the Security Agreements (a) will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries in any respect that would reasonably be expected to have a Material Adverse Effect and (b) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No ) on any of its properties or revenues pursuant to any such Requirement of Law or material Contractual Obligation applicable on (as defined in the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse EffectU.S. Credit Agreement).

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and hereunder, the use of the proceeds thereof and the consummation of the Acquisitions will not violate any Requirement of Law applicable to, or any material Contractual Obligation of of, the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof (a) will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries except as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (b) will not result in, or require, the creation or imposition of any Lien on any of their respective properties Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Restricted Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof (i) will not violate any Requirement of Law or any Contractual Obligation of Holdings, the Borrower or any of its Subsidiaries and (ii) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof and the consummation of the Acquisitions will not violate any Requirement of Law applicable to, or any material Contractual Obligation of of, the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions2012 Refinancing, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement Date to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation (other than any provision restricting the incurrence of indebtedness or granting of liens) of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by this Agreement and the Security DocumentsOrders). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and hereunder, the use of the proceeds thereof and the consummation of the Acquisition will not violate any Requirement of Law or any Contractual Obligation of the Borrower Company or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower Company or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of any Restricted Group Member or, to the Borrower or knowledge of the Loan Parties after due investigation, any material Requirement of its Subsidiaries Law, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any material Requirement of Law or any such material Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries Restricted Subsidiaries, if violated or breached, could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement Closing Date to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings Borrowing hereunder and the use of the proceeds thereof (including, without limitation, the payment of the Special Dividend), (i) will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and (ii) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of any Group Member except as would not individually or in the Borrower or any of its Subsidiaries aggregate reasonably be expected to have a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents and the ABL Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could would reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings the Loans and other Extensions of Credit hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the either Borrower or any of its their respective Restricted Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the either Borrower or any of its their respective Restricted Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Credit Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and hereunder, the use of the proceeds thereof and the Refinancing Transactions will not violate in any material respect any material Requirement of Law or any material Contractual Obligation of the Borrower any Loan Party or any of its Subsidiaries Restricted Subsidiary and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No As of the Closing Date, no Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower any Loan Party or any of its Subsidiaries Restricted Subsidiary could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and hereunder, the use of the proceeds thereof and the consummation of the Acquisition will not violate any Requirement of Law or any material Contractual Obligation of the Parent, Holdings, Intermediate Holdings, the Borrower or any of its Restricted Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and and, assuming the repayment in full of Indebtedness incurred under the Existing Credit Agreement, performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement Agreement, the other Loan Documents and the other Loan Operative Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower Completion Guarantor or any of its Subsidiaries Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents and the Other Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower Completion Guarantor or any of its Subsidiaries Loan Party could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any then-existing Requirement of Law or any then-existing Contractual Obligation of the Borrower Borrowers or any of its their Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower Borrowers or any of its their Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof and the consummation of the Acquisition will not violate any Requirement of Law applicable to, or any material Contractual Obligation of of, the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any Contractual Obligation of any Group Member to the extent the same is enforceable after the Petition Date which could reasonably be expected to have a Material Adverse Effect or any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance by the Borrower of this Agreement Loan Agreement, the Note and the other Loan Security Documents, the consummation of borrowings by the TransactionsBorrower hereunder, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof and the granting of the security interests pursuant to the Security Documents will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries (including, without limitation, Borrower=s obligations under the CoBank Loan Documentation) and will not result in, in or require, require the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than Obligation, except for the Liens created by pursuant to the Security Documents). No Requirement of Law Documents or Contractual Obligation applicable on the Restatement created pursuant to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse EffectCoBank Loan Documentation.

No Legal Bar. The execution, delivery and performance of this ------------ Agreement and the other Loan Documents and the Intercompany Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of (other than Contractual Obligations restricting the Borrower or any assignment thereof in connection with the Administrative Agent's exercise of its Subsidiaries remedies hereunder) of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security DocumentsDocuments and the Intercompany Mortgage). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries , except if such violation could not reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance by the Borrower of this Agreement Loan Agreement, the Note and the other Loan Security Documents, the consummation of borrowings by the TransactionsBorrower hereunder, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof and the granting of the security interests pursuant to the Security Documents will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries (including, without limitation, Borrower=s obligations under the CoBank Loan Documentation) and will not result in, in or require, require the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than Obligation, except for the Liens created by pursuant to the Security Documents). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the consummation of the Transactions, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower (to the extent such Contractual Obligation has been entered into after the Petition Date) or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security DocumentsDocuments and the Final Order). No Requirement of Law or Contractual Obligation applicable on the Restatement to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.