Common use of Authorization; No Contravention Clause in Contracts

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (D) any order, injunction, writ or decree, of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsBorrowings under, and the use of proceeds of the Term Loans and the Revolving Credit Commitments, (a) are within such Loan Party’s corporate or other powers, (b) have been (or will be on or prior to the date of any borrowing thereunder) duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (cb) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.014.12 of Annex II), or require any payment to be made under, under (Ax) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iii) violate, in violate any material respect, any applicable Law; except with respect to any violation, conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactionsborrowings under, and the use of proceeds of the Initial Term Loans and the Initial Revolving Credit Commitments, (a) are within such Loan Party’s corporate or other powers, (b) have been (or will be, in the case of the Initial Term Loans, on or prior to the date of any borrowing thereunder) duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (cb) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.014.12 of Annex II), or require any payment to be made under, under (Ax) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iii) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. (b) None of the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party or the consummation of the Transactions will (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under upon any of the property or assets of such Person or any of the Restricted Subsidiaries (other than as permitted by Section 7.01), 6.06) under or require any payment to be made under, under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (Ci) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any applicable Law; except with respect to any conflictbreach, breach or contravention or payment violation (but not creation of Liens) referred to in clause (iib)(i) or (b)(ii), to the extent that such conflict, breach, contravention or payment could violation would not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ai) (x) any Senior Unsecured Notes Documentsindenture, mortgage, deed of trust or loan agreement evidencing Indebtedness in an aggregate principal amount in excess of the Threshold Amount or (B) any Senior Secured Notes Documents, (Cy) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) party are within such Loan Party’s corporate or other powers, (b) powers and have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. (b) The (i) execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party and (cii) as of the Closing Date only, the consummation of the Transactions (other than the transactions described in clause (i)) do not and will not (iA) contravene the terms of any of such Person’s Organization Documents, (iiB) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment (except for Indebtedness to be repaid on or prior to the Closing Date in connection with the Transactions) to be made under, under (x) (A) any Senior Unsecured Notes Documents, Junior Financing Documentation or (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiiC) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or breach, contravention, payment (but not creation of Liens) or violation referred to in clause (iiB) or clause (C), to the extent that such conflict, breach, contravention contravention, payment or payment violation could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ai) (x) any Senior Unsecured Notes DocumentsJunior Financing Documentation and any other indenture, mortgage, deed of trust or loan agreement evidencing Indebtedness in an aggregate principal amount in excess of the Threshold Amount or (By) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (iib)(i)(y) above, to the extent that such conflict, breach, contravention or payment payment, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The (a) execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, and (b) as of the Closing DateDate only, the consummation of the Transactions, Transactions (other than the Transactions described in clause (a) )), are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or constitute a default under or require any payment (except for Indebtedness to be repaid on or prior to the Closing Date in connection with the Transactions) to be made under, under (x) (A) any Senior Unsecured Notes Documents, Junior Financing Documentation or (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violateviolate any Law (including, in any material respectwithout limitation, any LawRegulation X issued by the FRB); except with respect to any conflict, breach or contravention or breach, contravention, default, payment (but not creation of Liens) or violation referred to in clause (ii) or clause (iii), to the extent that such conflict, breach, contravention contravention, default, payment or payment violation could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsBorrowings under, and the use of proceeds of the Term Loans and the Revolving Credit Commitments, (a) are within such Loan Party’s corporate or other powers, (b) have been (or will be on or prior to the date of any borrowing thereunder) duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (cb) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.014.12 of Annex II), or require any payment to be made under, under (Ax) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iii) violate, in violate any material respect, any applicable Law; except with respect to any violation, conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (ii) and (iii), to the extent that such violation, conflict, breach, breach or contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) party are within such Loan Party’s corporate or other powers, (b) powers and have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. (i) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party and (cii) as of the Escrow Release Date and the Closing Date only, the consummation of the Transactions (other than the transactions described in clause (i)) do not and will not (iA) contravene the terms of any of such Person’s Organization Documents, (iiB) conflict with or result in any default, breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment (except for Indebtedness to be repaid on or prior to the Escrow Release Date in connection with the Transactions) to be made under, under (Ax) (1) any Senior Unsecured Notes Documents, Junior Financing Documentation or (B) any Senior Secured Notes Documents, (C2) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiiC) violate, in any material respect, violate any Law; except with respect to any conflict, breach default, breach, contravention, payment or contravention or payment (but not creation of Liens) violation referred to in clause (iiB) or clause (C), to the extent that such conflict, breach, contravention contravention, payment or payment violation could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.016.06), or require any payment to be made under, under (Ai) (x) any Senior Unsecured Notes Documentsindenture, mortgage, deed of trust or loan agreement evidencing Indebtedness in an aggregate principal amount in excess of the Threshold Amount or (B) any Senior Secured Notes Documents, (Cy) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (Dii) any judgment, order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (iib)(i) or (b)(ii), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person Loan Party is a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Party’s corporate corporate, limited liability company or other analogous powers, (b) have been duly authorized by all necessary corporate, shareholder limited liability company or other organizational actionanalogous action required to be obtained by such Loan Parties, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Organizational Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01under the Loan Documents), or require any payment to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation (other than the Loan Documents) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any Lawlaw applicable to such Loan Party or its property; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person Loan Party is a party, and, as and the consummation of the Transactions occurring on the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate corporate, limited liability company or other analogous powers, (b) have been duly authorized by all necessary corporate, shareholder limited liability company or other organizational analogous action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Organizational Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as any Lien permitted by Section 7.01under the Loan Documents), or require any payment to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any Lawlaw; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (iib) or (c), to the extent that such conflict, breach, contravention contravention, payment or payment violation could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, party and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ax)(1) any Senior Unsecured Notes DocumentsWarehouse Facility Documentation, any Securitization Facility Documentation or the Organizational Documents of VCC Mortgage Securities or (B2) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) ii)(x)(2), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party and Covenant Party of each Loan Document and each Proceeds Loan Finance Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsBorrowings under, and the use of proceeds of the Term Loans and the Revolving Credit Commitments, (a) are within such Loan Party’s corporate or other powers, (b) have been (or will be on or prior to the date of any borrowing thereunder) duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (cb) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.014.12 of Annex II and Annex IV, as applicable), or require any payment to be made under, under (Ax) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iii) violate, in violate any material respect, any applicable Law; except with respect to any violation, conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (ii) and (iii), to the extent that such violation, conflict, breach, breach or contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, party are (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder or other organizational action, and (c) do not and will not (i) contravene the terms of (A) any of such Person’s Organization Documents or (B) the FNIS Loan Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.017.1), or require any payment to be made under, (A) any Senior Unsecured Notes Documentsdocumentation governing any Permitted Subordinated Indebtedness, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DC) any order, injunction, writ or decree, of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The (a) execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, (b) as of the Closing DateDate only, the consummation of the Transactions, Transaction (other than the portions thereof described in clause (a) )), are within such Loan Party’s corporate 's limited liability company or other powers, (b) have been duly authorized by all necessary corporatelimited liability company, shareholder member or other organizational action, and (c) do not and will not (ix) contravene the terms of any of such Person’s 's Organization DocumentsDocuments or, (iiy) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (i) (A) any Senior Unsecured Notes Documents, Junior Financing Documentation or (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or writ, decree, stipulation or settlement agreement of or with any Governmental Authority or Regulatory Supervising Organization or any arbitral award to which such Person or its property is subject, ; or (iiiz) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (iiy) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The Subject to any restrictions arising on account of the Borrower’s or any Subsidiaries’ status as a “debtor” under the Bankruptcy Code as a result of the Chapter 11 Cases and entry of the DIP Order, the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries (except for such events as could not reasonably be expected to constitute a Material Adverse Effect) or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except . Each Loan Party and each Restricted Subsidiary thereof is in compliance with respect to any conflict, breach or contravention or payment (but not creation of Liens) all Contractual Obligations referred to in clause (ii) b)(i), except to the extent that such conflict, breach, contravention or payment failure to do so could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Document and Related Agreement to which such Person is or is to be a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Credit Party’s corporate or other organizational powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not not: (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made underunder (i) except as set forth in part (a) of Schedule 4.3 hereto, (A) any Senior Unsecured Notes Documentsindenture, (B) any Senior Secured Notes Documentsloan, (C) agreement or other agreement in respect of borrowed money or any other Contractual Obligation Material Contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violateviolate any Requirement of Law. No Credit Party or any of its Subsidiaries is in violation of any Requirement of Law applicable to it or in breach of any such indenture, loan, agreement or other agreement in respect of borrowed money or any material respectother Material Contract, any Law; except with respect to any conflict, the violation or breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment which could not be reasonably be expected likely to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents; (b) in any material way, (ii) conflict with or result in any breach or contravention of, of or the creation of any Lien under (other than as permitted by Section 7.015.14), or require any payment to be made under, (Ai) except payments as set forth in the Funds Flow Memorandum dated the Closing Date and delivered to the Administrative Agent, any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries subsidiaries or (Dii) any orderorder in any material way, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, subject in any material respect, way; or (c) violate any Lawmaterial Law in any material way; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention contravention, violation or payment could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, except on the Closing Date as set forth in clause (y) of the last paragraph of Section 4.01, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01any Lien to secure the Secured Obligations pursuant to the Collateral Documents), or require any payment to be made underunder (i) the Second Lien Credit Agreement (or any Specified Second Lien Refinancing Debt), (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (Cii) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Diii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (iib)(ii) and (b)(iii), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) party are within such Loan Party’s corporate or other powers, (b) powers and have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. (i) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party and (cii) as of the Closing Date only, the consummation of the Transactions do not and will not (iA) contravene the terms of any of such Person’s Organization Documents, (iiB) conflict with or result in any default, breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ax) (1) any Senior Unsecured Notes Documents, Junior Financing Documentation or (B) any Senior Secured Notes Documents, (C2) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iiiC) violate, in any material respect, violate any Law; except with respect to any conflict, breach default, breach, contravention, payment or contravention or payment (but not creation of Liens) violation referred to in clause (iiB) or clause (C), to the extent that such conflict, breach, contravention contravention, payment or payment violation could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment (except for Indebtedness to be repaid on the Closing Date in connection with the Transaction) to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting by which such Person or the properties of such Person or any of its Restricted Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any Law; in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (iia) (other than with respect to the Borrower), (b) or (c) to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The (a) execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, and (b) as of the Closing DateDate only, the consummation of the Transactions, Transactions (other than the Transactions described in clause (a) )), are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or constitute a default under or require any payment (except for Indebtedness to be repaid on or prior to the Closing Date in connection with the Transactions) to be made under, under (x) (A) any Senior Unsecured Notes Documents, Junior Financing Documentation or (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violateviolate any Law (including, in any material respectwithout limitation, any LawRegulation X issued by the FRB); except with respect to any conflict, breach or contravention or breach, contravention, default, payment (but not creation of Liens) or violation referred to in clause (ii) or clause (iii), to the extent that such conflict, breach, contravention contravention, default, payment or payment violation could not reasonably be expected to have a Material Adverse Effect.. AMERICAS/2023410772.1 2023410772.9 134 Credit Agreement

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. Neither the execution, delivery and (c) do not and performance by each Loan Party of each Loan Document to which such Person is a party nor the consummation of the Transactions will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under upon any of the property or assets of such Person (other than as permitted by Section 7.01), or require any payment to be made under, ) under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DB) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, in violate any material respect, any applicable Law; except with respect to any conflictbreach, breach or contravention or payment violation (but not creation of Liens) referred to in clause clauses (ii) and (iii) above, to the extent that such conflict, breach, contravention or payment could violation would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Borrower, each Loan Party Party, HWHI and HGVI of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsSpin-Off Transaction (to the extent HWHI, (a) HGVI or any Loan Party is a party or otherwise subject thereto), are within HWHI, HGVI, such Borrower or such Loan Party’s corporate or other powers, (ba) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (cb) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ax) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, in violate any material respect, any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party such Seller of each Loan Transaction Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactionstransactions contemplated thereby, (a) are within such Loan PartyPerson’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents; (b) in any material way, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.014.01 of the Undertaking), or require any payment to be made underunder (i) except payments as set forth in the funds flow memorandum dated the Closing Date and delivered to the Agent, (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation contractual obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries subsidiaries or (Dii) any orderorder in any material way, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, violate any material law in any material respect, any Lawway; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of this Amendment, the Credit Agreement as amended hereby (the “Amended Credit Agreement”) and each other Loan Document executed in connection herewith to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransactions and thereby, (ai) are within such Loan Party’s corporate or other organizational powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (cii) do not and will not (iA) contravene the terms of any of such Person’s Organization Documents, (iiB) conflict with or result in any breach or contravention of, or result in the creation of any Lien under (other than as permitted by Section 7.017.2 of the Credit Agreement), or require any payment to be made under, (A1) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation Material Contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries is subject or (D2) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iiiC) violate, in violate any material respect, any Applicable Law; except with respect to any conflict, breach or breach, contravention or payment (but not creation of Liens) referred to in clause (ii) ii)(B), to the extent that such conflict, breach, contravention or payment could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. (b) Neither the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party nor the consummation of the transactions contemplated byto occur on the FirstThird Amendment Effective Date (cincluding the Borrowing of FILO Loans) do not and will not (i) contravene the terms of any of such Person’s Organization Constituent Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under upon any of the property or assets of such Person or any of the Restricted Subsidiaries (other than as permitted by under Section 7.01), or require any payment to be made under, 9.1) under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DB) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, in violate any material respect, any applicable Law; except with respect to any conflictbreach, breach or contravention or payment violation (but not creation of Liens) referred to in clause clauses (ii) and (iii), to the extent that such conflict, breach, contravention or payment could violation would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. Neither the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party nor the consummation of the Transaction will (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any applicable material respect, any Law; except with respect to any conflict, breach or breach, contravention or payment (but not creation of Liens) referred to in clause clauses (iib) and (c), to the extent that such conflict, breach, contravention or payment could would not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The Following the entry of, and giving effect to, the DIP Financing Orders (in the case of the Loan Documents) and the Bid Procedures Order (in the case of the Asset Acquisition Agreement), the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, party and, as of the Closing Date, the consummation of the TransactionsTransaction, (a) are within such Loan Party’s 's corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s 's Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Post-Petition Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to . No Loan Party is in breach of any conflictsuch Contractual Obligation, the breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment which could not be reasonably be expected likely to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents; (b) in any material way, (ii) conflict with or result in any breach or contravention of, of or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, (Ai) except payments as set forth in the funds flow memorandum dated the Original Closing Date and delivered to the Administrative Agent, any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any orderorder in any material way, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, subject in any material respect, way; or (c) violate any Lawmaterial Law in any material way; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention contravention, violation or payment could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Transaction Document to which it is a party, and, to the Knowledge of the Borrower, by the Project Company of each Transaction Document and each Material Project Document to which the Project Company is a party, and the consummation of the components of the Transaction to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, action by such Person and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)a Lien created under the Loan Documents) under, or require cause the acceleration of any payment to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person by which it is bound or to which the properties of such Person or any of its Subsidiaries are subject or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. (b) Neither the execution, delivery and (c) do not and performance by each Loan Party of each Loan Document to which such Person is a party nor the consummation of the Refinancing Transactionstransactions contemplated by the First Amendment will not (i) contravene the terms of any of such Person’s Organization Constituent Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under upon any of the property or assets of such Person or any of the Restricted Subsidiaries (other than as permitted by under Section 7.01), or require any payment to be made under, 9.1) under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DB) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, in violate any material respect, any applicable Law; except with respect to any conflictbreach, breach or contravention or payment violation (but not creation of Liens) referred to in clause clauses (ii) and (iii), to the extent that such conflict, breach, contravention or payment could violation would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Transaction Party of each Loan Transaction Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, party are (a) are within such Loan Transaction Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder or other organizational action, and (c) do not and will not (i) contravene the terms of (A) any of such Person’s Organization Documents, (B) the FNIS Loan Documents or (C) the Metavante Loan Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.011 of Annex D), or require any payment to be made under, (A) any Senior Unsecured Notes Documentsdocumentation governing any Permitted Subordinated Indebtedness, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DC) any order, injunction, writ or decree, of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of the Servicer and its Subsidiaries of each Loan Transaction Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactionstransactions contemplated thereby, (a) are within such Loan Party’s Persons corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Persons Organization Documents; (b) in any material way, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.014.01 of the Undertaking), or require any payment to be made underunder (i) except payments as set forth in the funds flow memorandum dated the Closing Date and delivered to the Agent, (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation contractual obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries subsidiaries or (Dii) any orderorder in any material way, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, subject in any material respect, way; or (c) violate any Lawmaterial law in any material way; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. Subject to the entry and terms of the Bankruptcy Court DIP Order: (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. (b) Neither the execution, delivery and (c) do not and performance by each Loan Party of each Loan Document to which such Person is a party nor the consummation of the Transaction will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under upon any of the property or assets of such Person or any of the Subsidiaries (other than as permitted by Section 7.01), or require any payment to be made under, ) under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation entered into after the Petition Date to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DB) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, in violate any material respect, any applicable Law; except with respect to any conflictbreach, breach or contravention or payment violation (but not creation of Liens) referred to in clause clauses (ii) and (iii), to the extent that such conflict, breach, contravention or payment could violation would not reasonably be expected to have a a, individually or in the aggregate, Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment (except for Indebtedness to be repaid on the Initial Borrowing Date in connection with the Transaction) to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any Law; in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(ii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each this Amendment and all other instruments and agreements required to be executed and delivered by such Loan Document Party in connection with the transactions contemplated hereby or referred to which such Person is a partyherein (collectively, andthe “Amendment Documents”), as of the Closing Date, and the consummation of the Transactionstransactions contemplated by the Amendment Documents, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.017.01 of the Amended Credit Agreement), or require any payment to be made under, under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DB) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, in any material respect, violate any Law; except with respect to any conflict, breach or breach, contravention or payment (but not creation of Liens) referred to in clause (ii) ii)(A), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a ​ ​ Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment (except for Indebtedness to be repaid on the Release Date in connection with the Transactions) to be made under, under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting by which such Person or the properties of such Person or any of its Restricted Subsidiaries are affected or (DB) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, in violate any material respect, any Law; in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (i) (other than with respect to the Borrower), (ii) or (iii) to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment (except for Indebtedness to be repaid on the FundingRelease Date in connection with the Transactions) to be made under, under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting by which such Person or the properties of such Person or any of its Restricted Subsidiaries are affected or (DB) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, in violate any material respect, any Law; in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (i) (other than with respect to the Borrower), (ii) or (iii) to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each this Amendment and all other instruments and agreements required to be executed and delivered by such Loan Document Party in connection with the transactions contemplated hereby or referred to which such Person is a partyherein (collectively, andthe “Amendment Documents”), as of the Closing Date, and the consummation of the Transactionstransactions contemplated by the Amendment Documents, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.017.01 of the Amended Credit Agreement), or require any payment to be made under, under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DB) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, in any material respect, violate any Law; except with respect to any conflict, breach or breach, contravention or payment (but not creation of Liens) referred to in clause (ii) ii)(A), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01Liens in favor of Agent securing the Obligations and in favor of the Term Loan Agent securing the Term Loan Indebtedness), or require any payment (except for Indebtedness to be repaid on the Closing Date in connection with the Transaction) to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; in the case of clauses (b) or (c), except with respect to any conflictviolation, breach or breach, contravention or payment (but not creation of Liens) Liens referred to in clause (ii) b)), to the extent that such conflictviolation, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, are (aa)(a) are within such Loan Party’s corporate or other powers, (bb)(b) have been duly authorized by all necessary corporate, shareholder or other organizational action, and (cc)(c) do not and will not (ii)(i) contravene the terms of any of such Person’s Organization Documents, (iiii)(ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, (AA)(A) any Senior Unsecured Notes Documentsdocumentation governing any Permitted Subordinated Indebtedness, (B) any Senior Secured Notes Documents, (CB)(B) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DC)(C) any order, injunction, writ or decree, of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iiiiii)(iii) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The Subject, in the case of any Debtor, to the entry by the Bankruptcy Court of the Confirmation Order and to the terms thereof, the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactionstransactions contemplated thereby, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene violate the terms of any of such Person’s Organization Documents, (iib) conflict with violate or result in any breach or contravention of, or the creation of any Lien under (other than as Liens created by the Loan Documents, the Second Lien Term Loan Documents and other Liens permitted by Section 7.01), or require any payment to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting which is binding upon such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to any conflict, violation or breach or contravention or payment (but not creation of LiensLiens or payments) referred to in clause each case of clauses (iib) and (c) above, to the extent that such conflictviolation or breach could not, breachindividually or in the aggregate, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party such Originator of each Loan Transaction Document to which such Person Originator is a party, and, as of the Closing Date, the consummation of the Transactions, party are (a) are within such Loan PartyOriginator’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder or other organizational action, and (c) do not and will not (i) contravene the terms of any of such PersonOriginator’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.014.01 of the Guaranty), or require any payment to be made under, (A) any Senior Unsecured Notes Documentsdocumentation governing any Permitted Subordinated Indebtedness, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person Originator is a party or affecting such Person Originator or the properties of such Person Originator or any of its Subsidiaries or (DC) any order, injunction, writ or decree, of or with any Governmental Authority or any arbitral award to which such Person Originator or its property is subject, or (iii) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party Party, HWHI and HGVI of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsSpin-Off Transaction (to the extent HWHI, (a) HGVI or any Loan Party is a party or otherwise subject thereto), are within HWHI, HGVI or such Loan Party’s corporate or other powers, (ba) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (cb) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ax) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, in violate any material respect, any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents; (b) in any material way, (ii) conflict with or result in any breach or contravention of, of or the creation of any Lien under (other than as permitted by Section 7.017.06), or require any payment to be made under, (Ai) except payments as set forth in the funds flow memorandum dated the Term Loan Escrow Release Date and delivered to the Administrative Agent, any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any orderorder in any material way, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, subject in any material respect, way; or (c) violate any Lawmaterial Law in any material way; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention contravention, violation or payment could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. (b) Neither the execution, delivery and (c) do not and will not performance by each Loan Party of each Loan Document to which such Person is a party (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or subject to the entry of the DIP Order, result in any breach or contravention of, or the creation of any Lien under upon any of the property or assets of such Person or any of the Subsidiaries (other than as permitted by Section 7.01), or require including the DIP Order, any payment to be made under, restrictions arising on account of such Loan Party’s status as a “debtor” under the Bankruptcy Code) under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DB) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violatesubject to the entry of the Interim Order or Final Order, in as applicable, violate any material respect, any applicable Law; except with respect to any conflictbreach, breach or contravention or payment violation (but not creation of Liens) referred to in clause clauses (ii) and (iii), to the extent that such conflict, breach, contravention or payment could violation would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s 's Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01Liens in favor of the Administrative Agent securing the Obligations and in favor of the ABL Agent securing the ABL Indebtedness), or require any payment (except for Indebtedness to be repaid on the Restatement Date in connection with the Transaction) to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; in the case of clauses (b) or (c), except with respect to any conflictviolation, breach or breach, contravention or payment (but not creation of Liens) Liens referred to in clause (ii) b)(ii)), to the extent that such conflictviolation, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ai) (x) any material indenture, mortgage, deed of trust or loan agreement (including the Senior Unsecured Subordinated Notes Documents, Indenture) or (B) any Senior Secured Notes Documents, (Cy) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i)(y), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have have, as of the Closing Date, a Closing Date Material Adverse Effect, and thereafter, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Transaction Party of each Loan Transaction Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, party are (a) are within such Loan Transaction Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.011 of Annex D to the Guaranty), or require any payment to be made under, (A) any Senior Unsecured Notes Documentsdocumentation governing any Permitted Subordinated Indebtedness, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (DC) any order, injunction, writ or decree, of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01)under, or require any payment (except for Indebtedness to be repaid on the Funding Date in connection with the Transactions) to be made under, under (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting by which such Person or the properties of such Person or any of its Restricted Subsidiaries are affected or (DB) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, in violate any material respect, any Law; in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (i) (other than with respect to the Borrower), (ii) or (iii) to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person Loan Party is a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Party’s corporate corporate, limited liability company or other analogous powers, (b) have been duly authorized by all necessary corporate, shareholder limited liability company or other organizational analogous action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Organizational Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01under the Loan Documents), or require any payment to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or to the knowledge of the Loan Parties affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in to the knowledge of the Loan Parties violate any material respect, any Lawlaw; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention or payment could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of (i) each Loan Document to which such Person is a party, and(ii) the Supplemental Indenture (to the extent such Person is a party thereto) and (iii) the ABL Amendment, as of the Closing Date, the consummation of the Transactions, (a) in each case are within such Loan Party’s 's corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s 's Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01Liens in favor of the Administrative Agent securing the Obligations and in favor of the ABL Agent securing the ABL Indebtedness), or require any payment (except for Indebtedness to be repaid on the Restatement Date in connection with the Transaction) to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; in the case of clauses (b) or (c), except with respect to any conflictviolation, breach or breach, contravention or payment (but not creation of Liens) Liens referred to in clause (ii) b)(ii)), to the extent that such conflictviolation, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment (except for Indebtedness to be repaid on the Closing Date or Effective Date in connection with the Transaction) to be made underunder (i) any Subordinated Notes or Company Notes (each as defined in the Merger Agreement), (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (Cii) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Diii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(ii), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party has been duly authorized by all necessary corporate or other organizational action. (i) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person Loan Party is a party, and, party and (ii) as of the Closing DateDate only, the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder or other organizational action, and (c) do not and will not (iA) contravene the terms of any of such Person’s its Organization Documents, ; (iiB) conflict with or result in any breach or contravention of, or the creation of any Lien under upon any of the property or assets of such Loan Party or any of the Restricted Subsidiaries (other than as permitted by Section 7.01), or require any payment to be made under, ) under (AI) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person Loan Party is a party or affecting such Person Loan Party or the properties of such Person Loan Party or any of its Restricted Subsidiaries or (DII) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person Loan Party or its property is subject, ; or (iiiC) violate, in violate any material respect, any Law; applicable Law except with respect to any conflict, breach or contravention or payment or violation (but not creation of Liens) referred to in clause clauses (iiB) or (C), to the extent that such conflict, breach, contravention or payment or violation could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of this Amendment, the Amended Credit Agreement and each other Loan Document executed in connection herewith to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactions, (ai) are within such Loan Party’s corporate or other organizational powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (cii) do not and will not (iA) contravene the terms of any of such Person’s Organization Documents, (iiB) conflict with or result in any breach or contravention of, or result in the creation of any Lien under (other than as permitted by Section 7.017.2 of the Credit Agreement), or require any payment to be made under, (A1) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation Material Contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries is subject or (D2) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iiiC) violate, in violate any material respect, any Applicable Law; except with respect to any conflict, breach or breach, contravention or payment (but not creation of Liens) referred to in clause (iiii)(B) or (C), to the extent that such conflict, breach, contravention or payment could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s 's corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s 's Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ai) (x) any material indenture, mortgage, deed of trust or loan agreement (including the Senior Unsecured Subordinated Notes Documents, Indenture) or (B) any Senior Secured Notes Documents, (Cy) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i)(y), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have have, as of the Closing Date, a Closing Date Material Adverse Effect, and thereafter, a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment (except for Indebtedness to be repaid, redeemed and/or discharged on the Amendment and Restatement Effective Date in connection with the Transactions) to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in violate any material respect, any Law; in each case, except with respect to any conflictviolation, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) ), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Credit Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Credit Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.016.1), or require any payment to be made underunder (i) the Existing Credit Agreement or the Senior Notes Indenture (or any refinancings thereof), (A) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (Cii) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Diii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iiic) violate, in violate any material respect, any Law or Educational Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(ii), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, execution and delivery of this Amendment (and any other Loan Documents executed and delivered in connection herewith) and performance by each Loan Party of this Amendment, the Credit Agreement (as amended hereby) and each other Loan Document executed and delivered in connection herewith to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not 190607958 (i) contravene the terms of any of such Person’s Organization Documents, ; (ii) conflict with or result in any breach or contravention ofof in any material respect, or the creation of (or the requirement to create) any Lien under (other than as permitted by Section 7.01)under, or require any payment to be made under, under (Ax) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iii) violate, violate any Applicable Law in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) party are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ai) (x) any Senior Unsecured Notes DocumentsJunior Financing Documentation and any other indenture, mortgage, deed of trust or loan agreement evidencing Indebtedness in an aggregate principal amount in excess of the Threshold Amount or (By) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (iib) and (c) above, to the extent that such conflict, breach, contravention or payment payment, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ai)(x) any Senior Unsecured Notes Documents, Junior Financing Documentation or (B) any Senior Secured Notes Documents, (Cy) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries Subsidiaries, subject to delivery of a copy of the Mortgages of the Mortgaged Leased Real Property to the landlord under the applicable lease or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ai) (x) any Senior Unsecured Notes DocumentsJunior Financing Documentation and any other indenture, mortgage, deed of trust or loan agreement evidencing Indebtedness in an aggregate principal amount in excess of the Threshold Amount or (By) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (iib) and (c) above, to the extent that such conflict, breach, contravention or payment payment, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The Transactions to be entered into by each Loan Party have been duly authorized by all necessary corporate or other action and, if required, action by the holders of such Loan Party’s Equity Interests. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) conflict with or contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01under the Loan Documents), or require any payment to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment or violation (but not creation of Liens) referred to in clause clauses (iib) or (c), to the extent that such conflict, breach, contravention or payment or violation could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction and the Post-Closing Acquisition, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ai) (x) any Senior Unsecured Existing Notes Documents, Documentation or (B) any Senior Secured Notes Documents, (Cy) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (iib)(i) or (c) of this Section 5.02, to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party and Covenant Party of each Loan Document and each Proceeds Loan Finance Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsBorrowings under, and the use of proceeds of the Term Loans and the Revolving Credit Commitments, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (cb) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.014.12 of Annex II and Annex IV, as applicable), or require any payment to be made under, under (Ax) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any material order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iii) violate, in violate any material respect, any applicable Law; except with respect to any violation, conflict, breach or contravention or payment (but not creation of Liens) referred to in clause clauses (ii) and (iii), to the extent that such violation, conflict, breach, breach or contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, and, as of the Closing Date, the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) party have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Organization Documents, ; (iib) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01Liens in favor of the Administrative Agent securing the Obligations and in favor of the ABL Agent securing the ABL Indebtedness), or require any payment (except for Indebtedness to be repaid on the Closing Date in connection with the Transaction) to be made under, under (Ai) any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dii) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, ; or (iiic) violate, in any material respect, violate any Law; in the case of clauses (b) or (c), except with respect to any conflictviolation, breach or breach, contravention or payment (but not creation of Liens) Liens referred to in clause (ii) b)(ii)), to the extent that such conflictviolation, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, and the consummation of the TransactionsTransaction, (a) are within such Loan Party’s Partys corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder corporate or other organizational action, and (c) do not and will not (ia) contravene the terms of any of such Person’s Persons Organization Documents; (b) in any material way, (ii) conflict with or result in any breach or contravention of, of or the creation of any Lien under (other than as permitted by Section 7.015.14), or require any payment to be made under, (Ai) except payments as set forth in the Funds Flow Memorandum dated the Closing Date and delivered to the Administrative Agent, any Senior Unsecured Notes Documents, (B) any Senior Secured Notes Documents, (C) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries subsidiaries or (Dii) any orderorder in any material way, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, subject in any material respect, way; or (c) violate any Lawmaterial Law in any material way; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) b)(i), to the extent that such conflict, breach, contravention contravention, violation or payment could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the Transactions, (a) party are within such Loan Party’s corporate or other powers, (b) powers and have been duly authorized by all necessary corporate, shareholder corporate or other organizational action. (i) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party and (cii) as of the Closing Date only, the consummation of the Transactions do not and will not (iA) contravene the terms of any of such Person’s Organization Documents, (iiB) conflict with or result in any default, breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under, under (Ax) (1) any Senior Unsecured Notes Documents, Additional Financing Documentation or (B) any Senior Secured Notes Documents, (C2) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (Dy) any order, injunction, writ or decree, decree of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, subject or (iiiC) violate, in any material respect, violate any Law; except with respect to any conflict, breach default, breach, contravention, payment or contravention or payment (but not creation of Liens) violation referred to in clause (iiB) or clause (C), to the extent that such conflict, breach, contravention contravention, payment or payment violation could not reasonably be expected to have a Material Adverse Effect.