Governmental Regulations. The Company’s obligation to sell and deliver Common Stock under this Plan is subject to listing on a national stock exchange (to the extent the Common Stock is then so listed or quoted) and the approval of all governmental authorities required in connection with the authorization, issuance or sale of such stock.

Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

Governmental Approvals. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Governmental Authority (other than filings under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder) is necessary in connection with Howmet’s execution and delivery of this Amendment, the consummation by Howmet of the transactions contemplated hereby or Howmet’s performance of or compliance with the terms and conditions hereof or of the Credit Agreement as modified hereby.

Governmental Certificates. Certificates of the appropriate government officials of the state of incorporation or organization of Borrower and each other Obligated Party as to the existence and good standing of Borrower and each other Obligated Party, each dated within thirty (30) days prior to the date of the initial Credit Extension;

Governmental Receivables. To collect all amounts due from any government agency by reason of sale of Wound Care Products (“Government Receivables”), and to receive and administer all payments from all Government Receivables in the Provider’s name and on the Provider’s behalf, and to deposit such amounts in a bank account in the Provider’s name (“Provider Lockbox Account”). The Provider Lockbox Account may be established for Provider by Manager but the account shall be the sole and exclusive property of Provider. Manager shall have no control over and shall not be authorized to make withdrawals from the Provider Lockbox Account. It shall, however, be a material breach of this Agreement by Provider to terminate the Manager’s ability to sweep the amounts received in the Provider Lockbox Account into the Operating Account as set forth in [Section 3.1.5].

Governmental Consents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral and except for any other registrations, consents, approvals, notices or other actions the failure of which to obtain or make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Regulation. Neither Parent nor any of its Restricted Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Parent nor any of its Restricted Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

Distributor shall at all times during the term of this Agreement and for so long as it shall purchase Product comply and cause its affiliates to comply with all laws that may control the import, export, manufacture, use, sale, marketing, distribution and other commercial exploitation of Product or any other activity undertaken pursuant to this Agreement.

Governmental Approvals. Except as set forth in Section 3.2, neither the execution and delivery by GPC of this Agreement nor the performance by GPC and Owners of their obligations hereunder will require any Governmental Approval, except where the failure to obtain such Governmental Approval would not reasonably be expected to have a material adverse effect on Owners and would not impair the ability of Owners to perform their obligations under this Agreement.

Governmental Approvals. Each Borrower and its Domestic Subsidiaries has, are in compliance with, and are in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties. All necessary import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and Borrowers and their Domestic Subsidiaries have complied with all Applicable Laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.