Debtor is not in violation of any applicable statute, rule, regulation, order or restriction of any Governmental Body having jurisdiction over the Debtor in respect of the conduct of its business or the ownership of its properties. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement or any Transaction Documents. Debtor has all material franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it.