Except for any filings that may be required by applicable federal securities or antitrust laws, the execution and delivery of this Agreement by CAC do not, and the performance of its obligations hereunder will not, (a) require any consent or approval by, filing with, or notification to, any Governmental Entity or any other Person by CAC, (b) violate or conflict with or result in any breach of any provision of the articles of incorporation or by-laws of CAC, (c) violate or conflict with, or result in any breach of or default (with or without notice or lapse of time or both) under, or give to any other Person (with or without notice or lapse of time or both) any right of termination, acceleration or cancellation of, any provision of any agreement to which CAC is a party or any instrument, permit, concession, franchise or license of CAC, or (d) violate or conflict with any Law applicable to CEC or its properties or assets, except, in the case of the foregoing clauses (a), (c) and (d) only for any of the foregoing as would not reasonably be expected to materially impair or restrict CAC’s ability to perform its obligations under this Agreement.