No Violations. To the knowledge of the Company, it is not in violation of its Certificate of Incorporation, bylaws or other organizational documents, as amended. To the knowledge of the Company, it is not in violation of any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company, which violation, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect. The Company is not in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company is a party or by which the Company is bound, which such default would have a Material Adverse Effect upon the Company.

No Violations. ToViolation or Default. Neither the knowledge of the Company, itCompany nor any Subsidiary is not# in violation of its Certificate of Incorporation, bylawscharter or otherby-laws or similar organizational documents, as amended. To the knowledge of the Company, it is notdocuments; # in violation of any law, administrative regulation, ordinancedefault, and no event has occurred that, with notice or order of any court or governmental agency, arbitration panel or authority applicable to the Company, which violation, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect. The Company is not in default (and there exists no condition which, with the passagelapse of time or otherwise,both, would constitute such a default)default, in the due performance or observance of any bond, debenture, noteterm, covenant or any other evidence of indebtedness orcondition contained in any indenture, mortgage, deed of trusttrust, loan agreement or any other materialsimilar agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound,bound or to which any of the property or assets of the Company or any Subsidiary is subject; or # in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of [clauses [(ii) and (iii) above]e]], for any such violation or default that would not, individually or in the aggregate, have 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 upon the Company.Effect.

Neither the Company nor any of its subsidiaries # are in violation of their organizational documents, # are in default, 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 term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which they are a party or by which they are bound or to which any of their properties or assets is subject or # are (or, to the knowledge of the Company, it is not in violation of its Certificate of Incorporation, bylaws or other organizational documents, as amended. To the knowledge of the Company, it is notCompany with respect to non-U.S. subsidiaries, are) in violation of any law, administrative regulation, ordinancestatute or orderany order, rule or regulation of any court or governmental agency, arbitration panelagency or authority applicablebody having jurisdiction over any of them or their property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the Company, which violation, individuallyownership of their property or to the conduct of their business, except in the case of [clauses (ii) and (iii)])], to the extent any such conflict, breach, violation or default could not, in the aggregate, is reasonably likelybe expected to have a Material Adverse Effect. The Company is not in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company is a party or by which the Company is bound, which such default would have a Material Adverse Effect upon the Company.

Neither the knowledgeCompany nor any of the Company, itits subsidiaries is not# in violation of its Certificatecertificate of Incorporation,incorporation, certificate of organization, certificate of formation, articles of incorporation, articles of association or charter (as applicable), or its bylaws or other organizational documents, as amended. To the knowledge of the Company, it is notgoverning documents or # in breach, violation of any law, administrative regulation, ordinance or order of any courtdefault (with or governmental agency, arbitration panelwithout notice or authority applicable to the Company, which violation, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect. The Company is not in default (and there exists no condition which, with the passagelapse of time or otherwise, would constitute a default) in the performanceboth) of any bond, debenture, noteobligation, agreement, covenant or any other evidence of indebtedness orcondition contained in any indenture, mortgage, deed of trusttrust, loan or anycredit agreement, note, lease or other material agreement or instrument to which the Companyit is a party or by which it or any of its properties may be bound or to which any of the property or assets of the Company or any subsidiary is bound, whichsubject, except in each case for such defaultbreaches, violations or defaults that would havenot result in a Material Adverse Effect upon the Company.Effect.