Common use of Compliance with Laws and Contracts Clause in Contracts

Compliance with Laws and Contracts. The Borrower and its 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 in each case for matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor of the Loan Documents to which it is a party, the application of the proceeds of the Loans, the consummation of the Loans or any other transaction contemplated in the Loan Documents nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws 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 the Borrower or any 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 the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any 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 Advance and are disclosed on Schedule 5.3 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, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower Industries and its 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 in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither Except as disclosed on Schedule 5.3, neither the execution and delivery by the Borrower Industries and each Subsidiary Guarantor of the Loan Documents and the other Transaction Documents to which it is a party, the application of the proceeds of the Loans, the consummation of the Loans Closing Transactions or any other transaction contemplated in the Loan Documents or the other Transaction Documents, nor compliance with the provisions of the Loan Documents or the other Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Industries or any Subsidiary or the Borrower's Industries' or any Subsidiary's charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower Industries or any 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 the Borrower Industries or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any Person, except, except (with respect to any violation or failure described in the case of foregoing clauses (a), (b) and (c)) of this Section 5.3, for approvals or consents which will be obtained on or before the initial Advance and are disclosed on Schedule 5.3 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, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower 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, thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor such Credit Party of the Loan Transaction Documents to which it such Credit Party is a party, the application 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 Loanscase of Borrowers), the consummation of the Loans or any other transaction transactions contemplated in by the Loan Transaction Documents nor compliance with the provisions of the Loan Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrower such Credit Party or any Covered Subsidiary or the Borrowersuch Credit Party's or any Covered Subsidiary's charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower 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 (other than Liens permitted by the Loan Documents) in, of or on the property of the Borrower such Credit Party 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, in the case of clauses (b) and (c) of this Section 5.3, Person except for approvals or consents which will be obtained on or before the initial Advance 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 5.3 or which has been obtained on or before the applicable Advance or issuance of the applicable Facility Letter of Credit4.03, 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. The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders orders, judgments, decrees and restrictions restrictions, including without limitation all Environmental Laws, of any domestic or foreign government or any instrumentality or agency thereof, Governmental Authority having jurisdiction over the conduct of their respective businesses or the ownership of their respective propertiesProperties, except in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor of the Loan Documents to which it is a partyor the Reorganization Documents, the application of the proceeds of the Loans, the consummation of the Loans Closing Transactions or any other transaction contemplated in the Loan Documents or the Reorganization Documents, nor compliance with the provisions of the Loan Documents or the Reorganization Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, it or its property, 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 by, the Loan Documents) in, of or on the property Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any Person, except, in the case of clauses (b) and (c) of this Section 5.3, except for approvals or consents which will be have been obtained on at or before the time of the initial Advance and are disclosed on Schedule 5.3 or which has been obtained on or before the applicable Advance or issuance of the applicable Facility Letter of Credit, and except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that which could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower Each Loan Party and each of its ---------------------------------- 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, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor any Loan Party nor any of its Subsidiaries of the Loan Documents to which it is a party, the application of the proceeds of the Loans, the consummation of the Loans or any other transaction contemplated in the such Loan Documents nor compliance with the provisions of such Loan Documents, including in the Loan 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, regulation (including Regulations G, T, U or and X), order, writ, judgment, injunction, decree or award binding on the Borrower such Loan Party or any such Subsidiary or the Borrowersuch Loan Party's or any such Subsidiary's charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Loan Party or any 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 by, the Loan Documents) in, of or on the property of the Borrower such Loan Party or any such Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any 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 Advance and are disclosed on Schedule 5.3 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, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower Each Credit Party and each ---------------------------------- of its 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, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor any Credit Party of the Loan Credit Documents to which it is a party, any transaction contemplated in such Credit Documents nor compliance with the provisions of such Credit Documents, including in the case of the Borrower the application of the proceeds of the Loans, Loans and the consummation Letters of the Loans or any other transaction contemplated in the Loan Documents nor compliance with the provisions of the Loan Documents Credit will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or and X), order, writ, judgment, injunction, decree or award binding on the Borrower such Credit Party or any such Subsidiary or the Borrowersuch Credit Party's or any such Subsidiary's charter, articles or certificate of incorporation or incorporation, by-laws or partnership agreementother organizational documents, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or any 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 Credit Documents) in, of or on the property of the Borrower such Credit Party or any such Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any 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 Advance and are disclosed on Schedule 5.3 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, any such 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. The Borrower and its 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 in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor of the Loan Documents to which it is a partyDocuments, the application of the proceeds of the Loans, the consummation of the Loans or any other transaction contemplated in the Loan Documents Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any 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 the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any Person, except, in the case of clauses (b) and (c) of this Section 5.3, except for approvals or consents which will be obtained on or before the initial Advance and are disclosed on Schedule 5.3 or which has been obtained on or before the applicable Advance or issuance of the applicable Facility Letter of Credit5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.. 1.6 1.7

Compliance with Laws and Contracts. The Borrower and its Subsidiaries (including RJA, RJFS and RJ Bank) 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, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCC), except in each case for matters which, individually or in where the aggregate, 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 and OTS (or, as applicable, OCC and Board) capital requirements). Neither the execution and delivery by the Borrower and each Subsidiary Guarantor of the Loan Documents to which it is a partyDocuments, the application of the proceeds of the Loans, the consummation of the Loans or any other transaction contemplated in by the Loan Documents Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary Subsidiary, (b) violate or conflict with the Borrower's ’s or any Subsidiary's ’s charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (bc) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any 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 the Loan DocumentsSection 6.16) in, of or on the property Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (cd) require any the consent of the stockholders or partners approval of any 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 Advance and are disclosed on Schedule 5.3 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, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower Such Credit Party and its 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 in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor such Credit Party of the Loan Documents to which it is a partyTransaction Documents, the application issuance or use of the Letters of Credit, the making of Loans or the use of the proceeds of the Loans, the consummation of the Loans or any other transaction transactions contemplated in by the Loan Transaction Documents nor compliance with the provisions of the Loan Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrower such Credit Party or any Subsidiary or the Borrowersuch Credit Party's or any Subsidiary's charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or any 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 the Borrower such Credit Party 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, in the case of clauses (b) and (c) of this Section 5.3, Person except for approvals or consents which will be obtained on or before the initial Advance Letter of Credit issuance or making of a Loan and are disclosed on Schedule 5.3 or which has been obtained on or before the applicable Advance or issuance of the applicable Facility Letter of Credit3.03, except for any violation of, or failure to obtain an approval or consent required under, 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. The Borrower Each Loan Party and each of its 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 in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor either Loan Party of the Loan Documents to which it is a party, the application of the proceeds of the Loans, Loans or the consummation of the Loans or any other transaction transactions contemplated in the Loan Documents Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or and X), order, writ, judgment, injunction, decree or award binding on the Borrower such Loan Party or any Subsidiary of its Subsidiaries or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws of such Loan Party or partnership agreementany 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 the Borrower such Loan Party or any 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 by, the Loan Documents) in, of or on the property of the Borrower such Loan Party or any Subsidiary of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any Person, except, in the case of clauses (b) and (c) of this Section 5.3, except for approvals or consents which will be obtained on or before the initial Advance and are disclosed on Schedule 5.3 or which has been obtained on or before the applicable Advance or issuance of the applicable Facility Letter of Credit5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its ---------------------------------- 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 in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor of the Loan Documents to which it is a partyDocuments, the application of the proceeds of the Loans, Loans and the consummation Facility Letters of the Loans Credit or any other transaction contemplated in the Loan Documents Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any 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 by, and created under, the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any Person, except, in the case of clauses (b) and (c) of this Section 5.3, except for approvals or consents which will be obtained on or before the initial Advance and are disclosed on Schedule 5.3 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, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.5.3. ------------

Compliance with Laws and Contracts. The Borrower and its 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 in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor of the Loan Documents and the other Transaction Documents to which it is a party, the application of the proceeds of the Loans, the consummation of the Loans Closing Transactions or any other transaction contemplated in the Loan Documents or the other Transaction Documents, nor compliance with the provisions of the Loan Documents or the other Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any 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 by, the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any Person, except, in the case of clauses (b) and (c) of this Section 5.3, except for approvals or consents which will be obtained on or before the initial Advance and are disclosed on Schedule 5.3 or which has been obtained on or before the applicable Advance or issuance 5.3, except, with respect to each of the applicable Facility Letter clauses (a), (b) and (c) of Creditthis Section 5.3, except for any violation of, conflict with, default under or failure to obtain an approval or consent required under, 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. The Borrower Such Credit Party and its 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 in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor such Credit Party of the Loan Documents to which it is a partyTransaction Documents, the application issuance or use of the proceeds Letters of the LoansCredit, the consummation of the Loans or any other transaction transactions contemplated in by the Loan Transaction Documents nor compliance with the provisions of the Loan Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrower such Credit Party or any Subsidiary or the Borrowersuch Credit Party's or any Subsidiary's charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or any 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 the Borrower such Credit Party 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, in the case of clauses (b) and (c) of this Section 5.3, Person except for approvals or consents which will be obtained on or before the initial Advance Letter of Credit issuance and are disclosed on Schedule 5.3 or which has been obtained on or before the applicable Advance or issuance of the applicable Facility Letter of Credit3.03, except for any violation of, or failure to obtain an approval or consent required under, 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. The Each of the Rawlings Business and the Borrower and its 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 in each case for matters which, individually or in where the aggregate, failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution execu- tion and delivery by the Borrower and each Subsidiary Guarantor of the Loan Documents to which it is a partyDocuments, the application of the proceeds of the Loans, the consummation of the Loans Closing Transactions, the Restatement Transactions or any other transaction contemplated in the Loan Documents or the other Restatement Documents, nor compliance with the provisions of the Loan Documents or the other Restatement Documents, will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws or partnership agreementlaws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any 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 the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any Person, except, in the case of clauses ; except for (bx) and (c) of this Section 5.3, for approvals or consents which will be have been obtained on or before the initial Advance and are disclosed on Schedule 5.3 5.3, and (y) any violations 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 failures to obtain an approval or consent required under, any such 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. The Borrower and its Subsidiaries have 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 in each case for matters which, individually or in where the aggregate, 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 the Borrower and each Subsidiary Guarantor of the Loan Documents to which it is a partyDocuments, the application of the proceeds of the Loans, the granting of a security interest in the Collateral under the Security Agreement, the consummation of the Loans or any other transaction contemplated in by the Loan Documents Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U or and X), order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, (b) violate or any Subsidiary or conflict with the Borrower's or any Subsidiary's charter, articles or certificate of incorporation charter or by-laws or partnership agreementlaws, (bc) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any 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 by, and created under, the Loan Documents) in, of or on the property Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (cd) require any the consent of the stockholders or partners approval of any 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 Advance and are disclosed on Schedule 5.3 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, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect. 5.4.