No member of the Company Group is # in violation of its charter or bylaws (or other organizational document), # in default in the performance or observance of any obligation, agreement, covenant or condition under any indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the properties or assets of the Company Group is subject (each, an “Existing Instrument”), or # is in violation of any statute, law, rule, regulation, judgment, order or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except with respect to clauses (ii) and (iii), for defaults or violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No member ofNeither the Company Group isnor any of its subsidiaries # are in violation of its chartertheir organizational documents, # are in default, and no event has occurred that, with notice or bylaws (or other organizational document), #lapse of time or both, would constitute such a default, in default in the due performance or observance of any obligation, agreement, covenantterm, covenant, condition or condition underother obligation contained in any indenture, mortgage, deed of trust, loan or credit agreement, note, leaselicense or other agreement or instrument to which the Company or any of its subsidiaries isthey are a party or by which it or any of them may be bound,they are bound or to which any of thetheir properties or assets is subject or # are (or, to the knowledge of the Company Group is subject (each, an “Existing Instrument”), or # iswith respect to non-U.S. subsidiaries, are) in violation of any statute, law, rule, regulation, judgment, orderstatute or decreeany order, rule or regulation of any arbitrator, court,court or governmental body, regulatory body, administrative agency or other authoritybody having jurisdiction over the Company or any of its subsidiariesthem or their property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of their respective properties, assetsproperty or operations (each, a “Governmental Entity”),to the conduct of their business, except with respect toin the case of clauses (ii) and (iii), for defaultsto the extent any such conflict, breach, violation or violations as woulddefault could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No member ofViolation or Default. Neither the Company Groupnor any Subsidiary is # in violation of its charter or bylaws (or otherby-laws or similar organizational document),documents; # in defaultdefault, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any obligation, agreement,term, covenant or condition undercontained in any indenture, mortgage, deed of trust, loan or credit agreement, note, leaseagreement or other similar agreement or instrument to which the Company or any of its subsidiariesSubsidiary is a party or by which itthe Company or any of them may be bound,Subsidiary is bound or to which any of the propertiesproperty or assets of the Company Groupor any Subsidiary is subject (each, an “Existing Instrument”),subject; or # is in violation of any statute, law, rule, regulation,law or statute or any judgment, orderorder, rule or decreeregulation of any arbitrator, court,court or arbitrator or governmental body,or regulatory body, administrative agency or other authority having jurisdiction overauthority, except, in the Company or anycase of its subsidiaries or anyeach of their respective properties, assets or operations (each, a “Governmental Entity”), except with respect to clauses[clauses (ii) and (iii) above], for defaultsany such violation or violations asdefault that would not, individually or in the aggregate, reasonably be expectedhave a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which it or any Subsidiary is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.