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No Violation or Default. Neither the Company nor any Subsidiary is # in violation of its charter or by-laws or similar organizational documents; # 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 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 is a party or by which the Company or any Subsidiary is 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.

No Violation or Default. Neither the Company nor any Subsidiary isof its subsidiaries # are in violation of its charter or by-laws or similartheir organizational documents;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, covenantcovenant, condition or conditionother obligation contained in any indenture, mortgage, deed of trust, loan agreementagreement, license or other similar agreement or instrument to which the Company or any Subsidiary isthey are a party or by which the Company or any Subsidiary isthey are bound or to which any of the propertytheir properties or assets is subject or # are (or, to the knowledge of the Company or any Subsidiary is subject; or #with respect to non-U.S. subsidiaries, are) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitratorgovernmental agency or body 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 regulatory authority, except,permit necessary to the ownership of their property or to the conduct of their business, except in the case of each of [clauses [(ii)(ii) and (iii) above]e]])], forto the extent any such conflict, breach, violation or default that wouldcould not, individually or in the aggregate, reasonably be expected to 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.

No Violation or Default. Neither the Company nor any Subsidiaryof its subsidiaries is # in violation of its certificate of incorporation, certificate of organization, certificate of formation, articles of incorporation, articles of association or charter (as applicable), or by-lawsits bylaws or similar organizational documents;other governing documents or # in default, and no event has occurred that, withbreach, violation or default (with or without notice or lapse of time or both, would constitute such a default, in the due performance or observanceboth) of any term,obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreementor credit agreement, note, lease or other similar agreement or instrument to which the Company or any Subsidiaryit is a party or by which the Companyit or any Subsidiary isof its properties may be bound or to which any of the property or assets of the Company or any Subsidiarysubsidiary is subject;subject, except in each case for such breaches, violations 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 defaultdefaults that would not, individually ornot result 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.

No Violation or Default.Compliance. Neither the Company nor any SubsidiarySubsidiary: # is #in default under or in violation of its charter or by-laws or similar organizational documents; # in default, and(and no event has occurred that has not been waived that, with notice or lapse of time or both, would constitute suchresult in a default,default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in the due performancedefault under or observance of any term, covenant or condition containedthat it is in violation of, any indenture, mortgage, deed of trust, loan or credit agreement or any other similar agreement or instrument to which the Company or any Subsidiaryit is a party or by which the Companyit or any Subsidiaryof its properties is bound (whether or to which any of the propertynot such default or assets of the Company or any Subsidiaryviolation has been waived), # is subject; or # in violation of any lawjudgment, decree, or statuteorder of any court, arbitrator or other governmental authority or # is or has been in violation of any judgment, order, rulestatute, rule, ordinance or regulation of any courtgovernmental 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 arbitrator or governmental or regulatory authority, except,reasonably be expected to result 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.

No Violation or Default.Compliance. Neither the Company nor any SubsidiarySubsidiary: # is #in default under or in violation of its charter or by-laws or similar organizational documents; # in default, and(and no event has occurred that has not been waived that, with notice or lapse of time or both, would constitute suchresult in a default,default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in the due performancedefault under or observance of any term, covenant or condition containedthat it is in violation of, any indenture, mortgage, deed of trust, loan or credit agreement or any other similar agreement or instrument to which the Company or any Subsidiaryit is a party or by which the Companyit or any Subsidiaryof its properties is bound (whether or to which any of the propertynot such default or assets of the Company or any Subsidiaryviolation has been waived), # is subject; or # in violation of any lawjudgment, decree or statuteorder of any court, arbitrator or other governmental authority or # is or has been in violation of any judgment, order, rulestatute, rule, ordinance or regulation of any courtgovernmental 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 arbitrator or governmental or regulatory authority, except,reasonably be expected to result 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.

No Violation or Default. NeitherViolations. To the Company nor any Subsidiaryknowledge of the Company, it is #not in violation of its charterCertificate of Incorporation, bylaws or by-lawsother organizational documents, as amended. To the knowledge of the Company, it is not in violation of any law, administrative regulation, ordinance or similar organizational documents; #order of any court or governmental agency, arbitration panel or authority applicable to the Company, which violation, individually or in default, andthe aggregate, is reasonably likely to have a Material Adverse Effect. The Company is not in default (and there exists no event has occurred that,condition which, with notice or lapsethe passage of time or both,otherwise, would constitute such a default,default) in the due performance or observance of any term, covenantbond, debenture, note or condition contained inany other evidence of indebtedness or any indenture, mortgage, deed of trust, loan agreementtrust or any other similarmaterial agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or tobound, 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.Effect upon the Company.

Section # No Violation or Default. Neither the Company nor any SubsidiaryNone of Borrower or Borrower’s Subsidiaries is # in violation of or in default with respect to # its chartercertificate of incorporation or by-lawsbylaws; # any Requirement of Law; or similar organizational documents; # any Contractual Obligation (nor is there any waiver in default, and no event has occurred that, with notice or lapse of time or both,effect which, if not in effect, would constituteresult in such a default,violation or default), where, in the 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 is a party or by which the Company or any Subsidiary is 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 anycase, such violation or default that would not, individuallydefault, individually, or in the aggregate,together with all such violations or defaults, could reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contractNo Event of Default or other agreement to which it or any SubsidiaryDefault has occurred and is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.continuing.

No Violation or Default. Neithermember of the Company nor any SubsidiaryGroup is # in violation of its charter or by-laws or similarbylaws (or other organizational documents;document), # in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default,default in the due performance or observance of any term,obligation, agreement, covenant or condition contained inunder any indenture, mortgage, deed of trust, loan agreementor credit agreement, note, lease or other similar agreement or instrument to which the Company or any Subsidiaryof its subsidiaries is a party or by which the Companyit or any Subsidiary is boundof them may be bound, or to which any of the propertyproperties or assets of the Company or any SubsidiaryGroup is subject;subject (each, an “Existing Instrument”), or # is in violation of any lawstatute, law, rule, regulation, judgment, order or statutedecree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority having jurisdiction over the Company or any judgment, order, ruleof its subsidiaries or regulationany of any courttheir respective properties, assets or arbitrator or governmental or regulatory authority, except, in the case of each ofoperations (each, a “Governmental Entity”), except with respect to [clauses [(ii)(ii) and (iii) above]e]])], for any such violationdefaults or default thatviolations as would not, individually or in the aggregate, reasonably be expected to 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.

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