Compliance. Neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Compliance. Neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree,decree or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Compliance. NeitherExcept as disclosed on the SEC Reports or on [Schedule 3.1(l)], neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as couldwould not have or reasonably be expected to result in a Material Adverse Effect.

Compliance. NeitherExcept as set forth herein, to the Company nor any Subsidiary:Knowledge of the Company, r the Company: # is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under)Company), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree,decree or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

SECTION # Compliance. Neither the Company[[Organization A:Organization]] nor any Subsidiary:subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company[[Organization A:Organization]] or any Subsidiarysubsidiary under), nor has the Company[[Organization A:Organization]] or any Subsidiarysubsidiary received written notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree,decree or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Company Material Adverse Effect.

Compliance.No Violation or Default. Neither the Company nor any Subsidiary:Subsidiary is # is in default under or in violation of (andits charter or by-laws or similar organizational documents; # in default, and no event has occurred that has not been waived that, with notice or lapse of time or both, would resultconstitute such a default, in a default bythe due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other similar agreement or instrument to which the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which itthe Company or any of its propertiesSubsidiary is bound (whether or not such defaultto which any of the property or violation has been waived),assets of the Company or any Subsidiary is subject; or # is in violation of any law or statute or any judgment, decree, or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinanceorder, rule or regulation of any court or arbitrator or governmental or regulatory authority, including without limitation all foreign, federal, stateexcept, in the case of each of [clauses (ii) and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except(iii) above], for any such violation or default that would not, individually or in each case as could notthe aggregate, have or reasonably be expected to result in 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.

Compliance. Neither the Company nor any Subsidiary:of its subsidiaries # is in default under orare in violation of (andtheir organizational documents, # are in default, and no event has occurred that has not been waived that, with notice or lapse of time or both, would resultconstitute such a default, in a default by the Companydue performance or observance of any Subsidiary under), nor has the Companyterm, covenant, condition or any Subsidiary received notice of a claim that it isother obligation contained in default under or that it is in violation of, any indenture, mortgage, deed of trust, loan agreement, license or credit agreement or any other agreement or instrument to which it isthey are a party or by which itthey are bound or to which any of itstheir properties or assets is bound (whethersubject or not such default or violation has been waived), # isare (or, to the knowledge of the Company with respect to non-U.S. subsidiaries, are) in violation of any judgment, decree,statute or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinanceorder, rule or regulation of any court or governmental authority, including without limitation all foreign, federal, state and local laws relatingagency or body having jurisdiction over any of them or their property or assets or has failed to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of their property or to the conduct of their business, except in eachthe case asof clauses (ii) and (iii), to the extent any such conflict, breach, violation or default could not have ornot, in the aggregate, reasonably be expected to result inhave a Material Adverse Effect.

Compliance. Neither the Company nor any Subsidiary:Subsidiary is # is in default under or in violationany term of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived),bound, # is in violation of any order, judgment, decree,decree or orderruling of any court, arbitrator or other governmental authorityGovernmental Authority or # is or has been in violation of any statute, rule, ordinanceapplicable law, ordinance, rule or regulation (including without limitation Environmental Laws, the USA Patriot Act or any of the other laws and regulations that are referred to in Section 5.16) of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, exceptGovernmental Authority, which default or violation, individually or in each case asthe aggregate, could not have or reasonably be expected to result inhave a Material Adverse Effect.

Compliance. Neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree,decree or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Compliance. Neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree,decree or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as couldwould not have or would not reasonably be expected to result inhave a Material Adverse Effect.