Common use of Compliance with Laws and Contracts Clause in Contracts

Compliance with Laws and Contracts. Such Credit Party and its Covered Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by such Credit Party of the Transaction Documents to which such Credit Party is a party, the issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use of the proceeds of Loans (in the case of Borrowers), the consummation of the transactions contemplated by the Transaction Documents nor compliance with the provisions of the Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or any Covered Subsidiary or such Credit Party's or any Covered Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Party or any Covered Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the property of such Credit Party or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement or (c) require any consent of the stockholders of any Person except for approvals or consents which will be obtained before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan and are disclosed on Schedule 4.03, except for any violation of, failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. Such Credit Party Each of the Rawlings Business and the Borrower and its Covered Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution execu- tion and delivery by such Credit Party the Borrower of the Transaction Documents to which such Credit Party is a partyLoan Documents, the issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use application of the proceeds of Loans (in the case of Borrowers)Loans, the consummation of the transactions Closing Transactions, the Restatement Transactions or any other transaction contemplated by in the Transaction Loan Documents or the other Restatement Documents, nor compliance with the provisions of the Transaction Loan Documents or the other Restatement Documents, will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations G, T, U or X), order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or any Covered Subsidiary or such Credit Partythe Borrower's or any Covered Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Party the Borrower or any Covered Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by the Loan Documents) in, of or on the property of such Credit Party the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement agreement, or (c) require any consent of the stockholders of any Person Person; except for (x) approvals or consents which will be have been obtained on or before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan Advance and are disclosed on Schedule 4.035.3, except for and (y) any violation of, failure violations or failures to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement approvals and consents that could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. Such Credit Party The Borrower and its Covered Subsidiaries (including RJA and RJFS) have complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any domestic Governmental Authority, Self-Regulatory Organization or foreign government or any instrumentality or agency thereof securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective propertiesproperties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, and the applicable rules and regulations of the Commission, NASD, NYSE, MSRB and CFTC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower and its Material Subsidiaries are in compliance with all applicable capital requirements of all Governmental Authorities (including, without limitation, Rule 15c3-1). Neither the execution and delivery by such Credit Party the Borrower of the Transaction Documents to which such Credit Party is a partyLoan Documents, the issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use application of the proceeds of Loans (in the case of Borrowers)Loans, the consummation of the transactions any transaction contemplated by the Transaction Documents Loan Documents, nor compliance with the provisions of the Transaction Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or any Covered Subsidiary Subsidiary, (b) violate or such Credit Party's conflict with the Borrower’s or any Covered Subsidiary's ’s charter, articles or certificate of incorporation or by-laws, (bc) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Party the Borrower or any Covered Subsidiary is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.16) in, of or on the property Property of such Credit Party the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement agreement, or (cd) require any the consent of the stockholders or approval of any Person except for approvals or consents which will be obtained before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan and are disclosed on Schedule 4.03Person, except for any violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. Such Each Credit Party and each ---------------------------------- of its Covered Subsidiaries have has complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by such any Credit Party of the Transaction Credit Documents to which such Credit Party it is a party, the issuance or use of the Letters of any transaction contemplated in such Credit (in the case of Account Parties), the making of Loans or the use of the proceeds of Loans (in the case of Borrowers), the consummation of the transactions contemplated by the Transaction Documents nor compliance with the provisions of such Credit Documents, including in the Transaction Documents case of the Borrower the application of the proceeds of the Loans and the Letters of Credit will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on such Credit Party or any Covered such Subsidiary or such Credit Party's or any Covered such Subsidiary's charter, articles or certificate of incorporation or incorporation, by-lawslaws or other organizational documents, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Party or any Covered such Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by the Credit Documents) in, of or on the property of such Credit Party or any such Subsidiary pursuant to the terms of any such indenture, instrument or agreement agreement, or (c) require any consent of the stockholders of any Person except for approvals or consents which will be obtained before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan and are disclosed on Schedule 4.03Person, except for any violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that so long as both (x) in cases where the respective indenture, instrument or agreement relates to outstanding Indebtedness, the aggregate principal amount of Indebtedness outstanding under the respective indenture, instrument or agreement shall not exceed $10,000,000 and (y) the aggregate effect of all such violations and failures at any time shall not be such as could not reasonably be expected to have a Material Adverse Effect. As of the Initial Borrowing Date, Schedule 7.03 contains a true and correct list of each agreement, contract or instrument of the types described above in clause (b) where any conflict, right of termination, cancellation or repayment or prepayment, or any breach or default, exists or will exist after giving effect to the consummation of the Transaction, in each case briefly describing the nature of the respective such conflict and the actions proposed to be taken with respect thereto.

Compliance with Laws and Contracts. Such Credit Party The Borrower and its Covered Subsidiaries have complied in all material respects with all applicable domestic and foreign laws (including environmental laws), statutes, rules, regulations, orders and restrictions of any domestic Governmental Authority, self-regulatory organization or foreign government or any instrumentality or agency thereof securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective propertiesproperties (including the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, NYSE, MSRB and CFTC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by such Credit Party the Borrower of the Transaction Documents to which such Credit Party is a partyLoan Documents, the issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use application of the proceeds of Loans (in the case of Borrowers)Loans, the consummation of the transactions any transaction contemplated by the Transaction Documents Loan Documents, nor compliance with the provisions of the Transaction Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or any Covered Subsidiary or such Credit Partythe Borrower's or any Covered Subsidiary's charter, articles or certificate of incorporation or by-lawslaws (or similar governing documents), (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Party the Borrower or any Covered Subsidiary is a party or is subject, or by which it, or its property, is bound, bound or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.17) in, of or on the property of such Credit Party the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement agreement, or (c) require any the consent of the stockholders or approval of any Person except for approvals or consents which will be obtained before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan and are disclosed on Schedule 4.03Person, except for any violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. Such Credit Party and its Covered Subsidiaries have The Borrower has complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any domestic Governmental Authority, Self-Regulatory Organization or foreign government or any instrumentality or agency thereof securities exchange having jurisdiction over the conduct of their respective businesses its business or the ownership of their respective propertiesits Properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, MSRB and CFTC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower is in compliance with all capital requirements of all Governmental Authorities applicable to the Borrower including, without limitation, Rule 15c3-1. Neither the execution and delivery by such Credit Party the Borrower of the Transaction Documents to which such Credit Party is a partyLoan Documents, the issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use application of the proceeds of Loans (the Loans, the granting of a security interest in the case of Borrowers)Collateral under the Security Agreement, the consummation of the transactions any transaction contemplated by the Transaction Documents Loan Documents, nor compliance with the provisions of the Transaction Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower, (b) violate or any Covered Subsidiary or such Credit Partyconflict with the Borrower's or any Covered Subsidiary's charter, articles or certificate of incorporation charter or by-laws, (bc) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Party or any Covered Subsidiary the Borrower is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, and created under, the Loan Documents) in, of or on the property Property of such Credit Party or any Subsidiary the Borrower pursuant to the terms of any such indenture, instrument or agreement agreement, or (cd) require any the consent of the stockholders or approval of any Person except for approvals or consents which will be obtained before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan and are disclosed on Schedule 4.03Person, except for any violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. Such Credit Party The Borrower and its Covered Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where in each case for matters which, individually or in the failure to so comply aggregate, could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by such Credit Party the Borrower and each Subsidiary Guarantor of the Transaction Loan Documents to which such Credit Party it is a party, the issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use application of the proceeds of Loans (in the case of Borrowers)Loans, the consummation of the transactions Loans or any other transaction contemplated by in the Transaction Loan Documents nor compliance with the provisions of the Transaction Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations G, T, U or X), order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or any Covered Subsidiary or such Credit Partythe Borrower's or any Covered Subsidiary's charter, articles or certificate of incorporation or by-lawslaws or partnership agreement, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Party the Borrower or any Covered Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by the Loan Documents) in, of or on the property of such Credit Party the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement agreement, or (c) require any consent of the stockholders or partners of any Person except Person, except, in the case of clauses (b) and (c) of this Section 5.3, for approvals or consents which will be obtained on or before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan Advance and are disclosed on Schedule 4.035.3 or which has been obtained on or before the applicable Advance or issuance of the applicable Facility Letter of Credit, except for any violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. Such Credit Each Loan Party and each of its Covered Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by such Credit either Loan Party of the Transaction Loan Documents to which such Credit Party it is a party, the issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use application of the proceeds of the Loans (in the case of Borrowers), or the consummation of the transactions contemplated by in the Transaction Documents Loan Documents, nor compliance with the provisions of the Transaction Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on such Credit Loan Party or any Covered Subsidiary of its Subsidiaries or such Credit Party's or any Covered Subsidiary's the charter, articles or certificate of incorporation or by-lawslaws of such Loan Party or any of its Subsidiaries, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Loan Party or any Covered Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, the Loan Documents) in, of or on the property of such Credit Loan Party or any Subsidiary of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement agreement, or (c) require any consent of the stockholders of any Person Person, except for approvals or consents which will be obtained on or before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan Advance and are disclosed on Schedule 4.035.3, except for any violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. Such Credit Party The Borrower and its Covered Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by such Credit Party the Borrower of the Transaction Documents to which such Credit Party is a partyLoan Documents, the issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use application of the proceeds of the Loans (in the case of Borrowers), or the consummation of the transactions contemplated by in the Transaction Documents Loan Documents, nor compliance with the provisions of the Transaction Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or any Covered Subsidiary or such Credit Partythe Borrower's or any Covered Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Party the Borrower or any Covered Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan Documents) in, of or on the property of such Credit Party the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement agreement, or (c) require any consent of the stockholders of any Person Person, except for approvals or consents which will be obtained on or before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) Advance or making of a Loan and are disclosed on Schedule 4.03SCHEDULE 5.3, except for any violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. Such Credit Party The Borrower and its Covered Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by such Credit Party the Borrower of the Transaction Documents to which such Credit Party is a partyLoan Documents, the issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use application of the proceeds of the Loans (in and the case Facility Letters of Borrowers)Credit, the consummation of any transaction contemplated in the transactions contemplated by the Transaction Loan Documents nor compliance with the provisions of the Transaction Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or any Covered Subsidiary or such Credit Partythe Borrower's or any Covered Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Party the Borrower or any Covered Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, and created under, the Loan Documents) in, of or on the property of such Credit Party the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement agreement, or (c) require any consent of the stockholders of any Person Person, except for approvals or consents which will be obtained on or before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan Restatement Date and are disclosed on Schedule 4.03, except for any violation of, failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect5.3.

Compliance with Laws and Contracts. Such Credit Party The Borrower and ---------------------------------- its Covered Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by such Credit Party the Borrower of the Transaction Documents to which such Credit Party is a partyLoan Documents, the issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use application of the proceeds of Loans (in the case of Borrowers)Loans, the consummation of the transactions contemplated by the Transaction Documents Closing Transactions nor compliance with the provisions of the Transaction Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or any Covered Subsidiary or such Credit Partythe Borrower's or any Covered Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Party the Borrower or any Covered Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by the Loan Documents) in, of or on the property of such Credit Party the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement agreement, or (c) require any consent of the stockholders of any Person Person, except for approvals or consents which will be obtained on or before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan Advance and are disclosed on Schedule 4.035.3, except for any ------------ violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. Such Credit Each Loan Party and each of its Covered ---------------------------------- Subsidiaries have has complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by such Credit any Loan Party nor any of its Subsidiaries of the Transaction Loan Documents to which such Credit Party it is a party, the issuance or use of the Letters of Credit (any transaction contemplated in the case of Account Parties), the making of Loans or the use of the proceeds of Loans (in the case of Borrowers), the consummation of the transactions contemplated by the Transaction such Loan Documents nor compliance with the provisions of such Loan Documents, including in the Transaction Documents case of the Borrower the application of the proceeds of the Loans and the Facility Letters of Credit will, or at the relevant time did, (a) violate any law, rule, regulationregulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on such Credit Loan Party or any Covered such Subsidiary or such Credit Loan Party's or any Covered such Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Credit Loan Party or any Covered such Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, the Loan Documents) in, of or on the property of such Credit Loan Party or any such Subsidiary pursuant to the terms of any such indenture, instrument or agreement agreement, or (c) require any consent of the stockholders of any Person except for approvals or consents which will be obtained before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan and are disclosed on Schedule 4.03Person, except for any violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.