Common use of Governmental Approvals; No Conflicts Clause in Contracts

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirements, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The executionExcept as set forth on Schedule 3.03, delivery and performance of the obligations under the Loan Documents Financing Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to Holdings to, Holdings, any Intermediate Parent, Bidco or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower any Intermediate Parent, Bidco or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrowerany Intermediate Parent, Bidco or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, any Intermediate Parent, Bidco or any Restricted Subsidiary, except Liens created under the Loan DocumentsDocuments or permitted by Section 6.02, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right right, or imposition of a Lien, as the case may be, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by any Loan Party of the obligations under the this Agreement or any other Loan Documents Document (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other third party, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any other Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of Except as set forth in Schedule 3.03 the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsthose that are required or permitted to be obtained following consummation of the Transactions, the absence of which individually or in the aggregate are not reasonably likely to result in a Material Adverse Effect and filings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings the Borrower or any Restricted Subsidiaryof the Subsidiaries, as applicable, (c) will not violate or result in a default under any indenture or other material agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, of the Subsidiaries or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiaryof the Subsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) Documents and (c)e) to the extent will not violate any judgment, order, decree or injunction that the failure to obtain is binding upon any Loan Party or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectany of their respective properties.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings any Loan Party or any Restricted Subsidiaryof their respective Subsidiaries, (c) will not violate the charter, bylaws or other organizational documents of any Loan Party or any of their respective Restricted Subsidiaries, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower any Loan Party or any Restricted Subsidiary or of their respective assetsRestricted Subsidiaries, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Loan Party or any of their respective Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderSubsidiaries, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings any Loan Party or any of their respective Restricted SubsidiarySubsidiaries, except Liens created under pursuant to the Loan DocumentsDocuments and, except (in the case of each of the foregoing clauses (a), (b)(iib), (d) and (ce)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right except as the case may be, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect effect, (ii) routine renewals of existing licenses and except permits of the US Borrower and its Subsidiaries in the ordinary course of business and (iii) such filings as may be required under federal and state securities laws for any Perfection Requirementspurposes of disclosure, (b) will not violate any applicable law or regulation (iincluding, without limitation, all laws, rules and regulations promulgated by or relating to IMSS, INFONAVIT and SAR) or the Organizational Documents charter, by-laws or other organizational documents of Holdings any Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings its Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the any Borrower or any Restricted Subsidiary of its Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Restricted Subsidiary, Borrower or give rise to a right of, or result in, termination, cancellation or acceleration any of any obligation thereunder, its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of Holdings any Borrower or any Restricted Subsidiary, except of its Subsidiaries other than the Liens created under by the Loan Security Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under transactions to be entered into contemplated by the Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for such as have been obtained or made and are in full force and effect effect, (ii) for those for which a failure to obtain same could not be reasonably be expected to have a Material Adverse Effect, and except (iii) for any Perfection Requirementsfilings and recordings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) any Applicable Law or regulation or the Organizational Documents charter, by laws, memorandum and articles of Holdings association or other organizational documents of any Borrower, any of the other Credit Parties, or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings Material Foreign Subsidiary or any Restricted Subsidiaryorder of any Governmental Authority, except for such violations as could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdingsany Borrower, any of the Borrower other Credit Parties, or any Restricted Subsidiary Material Foreign Subsidiary, or their respective assets, except for such violations or defaults as could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any payment, repurchase or redemption material payment to be made by Holdings, the any Borrower, any Restricted Subsidiaryof the other Credit Parties, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, Material Foreign Subsidiary and (d) will not result in the creation or imposition of any Lien on any material asset of Holdings any Borrower, any of the other Credit Parties, or any Restricted Material Foreign Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain Documents or make such consent, approval, registration, filing otherwise permitted hereby or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectthereby.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirements(x) filings, notifications or registrations necessary to perfect Liens created pursuant to the Loan Documents and (y) consents, approvals, registrations, filings or other actions that will be obtained or made in connection with the Acquisition on or prior to the Closing Date, (b) will not violate any applicable law or regulation (iexcept such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect) or the charter, by-laws or other Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings its Material Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate in any material respect or result in a default under any indenture indenture, any material agreement or other agreement material instrument (except such non-compliance that, individually or instrument that constitutes in the aggregate, could not reasonably be expected to result in a Material Indebtedness Adverse Effect) binding upon Holdings, the Borrower Holdings or any Restricted Subsidiary of its Material Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, Holdings or any of its Material Subsidiaries (other than the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderIndebtedness set forth on Schedule 3.03), and (d) will not result in the creation or imposition of any Lien on any asset of Holdings or any Restricted Subsidiaryof its Material Subsidiaries, except other than Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not not, on the part of any Loan Party or any of its Subsidiaries, require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings any Loan Party or any Restricted Subsidiaryof its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assetsunder, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdingsany Loan Party or any of its Subsidiaries under, the Borrower(i) any indenture or loan agreement, in each case, evidencing Indebtedness in excess of $2 million, (ii) any Restricted SubsidiarySwap Agreement or (iii) any other material agreement, in each case which is binding upon any Loan Party or give rise to a right of, any of its Subsidiaries or result in, termination, cancellation or acceleration of any obligation thereunderits assets, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings any Loan Party or any Restricted Subsidiaryof its Subsidiaries, except Liens created under pursuant to the Loan Documents, except (in the each case of each of the foregoing clauses (a), (b)(iib) and or (cc)(iii)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right except as the case may be, individually or in the aggregate, could would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents (a) do not require any material No action, consent or approval of, registration or filing with, with or any other action by, by any Governmental AuthorityAuthority is or will be required in connection with the execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document or in connection with the Transactions, except for (i) the filing or recording of Uniform Commercial Code financing statements and Mortgages, (ii) such as have been made or obtained or made and are in full force and effect and except for (iii) in the case of the Transactions (other than the execution, delivery or performance by any Perfection Requirements, (b) will not violate (i) the Organizational Documents Loan Party of Holdings this Agreement or any other Loan PartyDocument) any such other action, consent, approval, registration or filing that if not obtained and maintained in full force and effect could not reasonably be expected to result in a Material Adverse Effect. (b) The Loan Documents will not (i) violate any provision of law, statute, rule or regulation of a Governmental Authority applicable to the Loan Parties, (ii) violate any Requirements order of Law applicable to Holdings or any Restricted SubsidiaryGovernmental Authority binding on the Loan Parties, (ciii) will not violate or result in any Organizational Documents of a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon HoldingsLoan Party, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (div) will not result in the creation or imposition of any Lien on upon any asset of Holdings property or assets now owned or hereafter acquired by any Borrower or any Restricted Subsidiary, except Liens Subsidiary (other than any Lien created hereunder or under the Loan Security Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)v) to violate or result in a default under the extent that the failure to obtain Drax Contract or make such consentany indenture or any other agreement, approval, registration, filing instrument or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a other evidence of Material Adverse EffectIndebtedness.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and except for any Perfection Requirements(ii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) the Organizational Documents of Holdings any applicable law or regulation or any other Loan Party, or (ii) order of any Requirements of Law applicable to Holdings or any Restricted SubsidiaryGovernmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture indenture, agreement (or other agreement or instrument that constitutes Material Indebtedness (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderits Subsidiaries, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except of its Subsidiaries (other than Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) pursuant to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectCollateral Documents).

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents and except (iii) for any Perfection Requirementsconsents, approvals registrations, filings or other actions that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) the Organizational Documents of Holdings or in any other Loan Party, or (ii) material respect any Requirements Requirement of Law applicable to Holdings the Borrower or any Restricted Subsidiary, (c) will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture material indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings now owned or hereafter acquired by the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as for (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been obtained duly obtained, taken, given or made and are in full force and effect effect, (C) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect and except for (D) those approvals, consents, registrations or other actions or filings required prior to the exercise of any Perfection Requirementsrights or remedies under the Loan Documents that would constitute a transfer of control of, or assignment of, any FCC license or Cable System, (b) will not violate (i) the Organizational Documents any applicable law or regulation or order of Holdings or any other Loan Party, Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Requirements of Law applicable to Holdings or any Restricted SubsidiaryLoan Party, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower any Loan Party or any Restricted Subsidiary or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderLoan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of Holdings or any Restricted Subsidiary, except Liens created under Loan Party (other than pursuant to the Loan Documents, Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (in the case of each of the foregoing clauses (a), (b)(iib)(i) and or (c)) above, to the extent that the failure to obtain such violation or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the obligations under the other Loan Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except for any Perfection Requirementsor where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings its Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other agreement or material instrument that constitutes Material Indebtedness binding upon Holdings, on the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective assets, any of its assets (other than the Prudential Shelf Agreement) or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiaryof its Subsidiaries, except Liens (if any) created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under transactions to be entered into contemplated by the Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for such as have been obtained or made and are in full force and effect effect, (ii) for those which could not be reasonably be expected to have a Material Adverse Effect, and except (iii) for any Perfection Requirementsfilings and recordings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) any Applicable Law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings any Borrower or any other Loan Party, or (ii) any Requirements member of Law applicable to Holdings the Borrower Affiliated Group or any Restricted Subsidiaryorder of any Governmental Authority, except for such violation which could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the any Borrower or any Restricted Subsidiary other member of the Borrower Affiliated Group or their respective assets, except for such violation or default which could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any payment, repurchase or redemption material payment to be made by Holdings, any Borrower or any other member of the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderBorrower Affiliated Group, and (d) will not result in the creation or imposition of any Lien on any material asset of Holdings any Borrower or any Restricted Subsidiaryother member of the Borrower Affiliated Group, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain Documents or make such consent, approval, registration, filing otherwise permitted hereby or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectthereby.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (x) such as have been obtained or made and are in full force and effect effect, (y) filings necessary to perfect Liens created under the Loan Documents and except for any Perfection Requirements(z) consents, approvals, registrations, filings or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings Holdings, the Parent Borrower or any other Loan Party, or of its Subsidiaries (iiincluding the Receivables Subsidiary) any Requirements of Law applicable to Holdings or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Parent Borrower or any Restricted Subsidiary of its Subsidiaries (including the Receivables Subsidiary) or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the BorrowerParent Borrower or any of its Subsidiaries (including the Receivables Subsidiary), any Restricted Subsidiaryexcept for violations, defaults or give rise the creation of such rights that could not reasonably be expected to result in a right of, or result in, termination, cancellation or acceleration of any obligation thereunderMaterial Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Parent Borrower or any Restricted of its Subsidiaries (including the Receivables Subsidiary), except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) Documents and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectLiens permitted by Section 6.02.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party and the consummation of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect effect, (ii) filings and except for any Perfection Requirementsrecordings in respect of the Liens created pursuant to the Security Documents and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (b) will not violate (i) the Organizational Documents any Requirement of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings or any Restricted SubsidiaryLaw, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding Contractual Obligation upon Holdings, the Borrower and its Subsidiaries or any Restricted Subsidiary its or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdingsthe Borrower or any of its Subsidiaries, in the Borrowercase of this clause (c), any Restricted Subsidiaryexcept to the extent such violation or default count not reasonably be expected, individually or give rise in the aggregate, to result in a right of, or result in, termination, cancellation or acceleration of any obligation thereunderMaterial Adverse Effect, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than any Lien permitted under Section 7.02) on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Governmental Approvals; No Conflicts. The execution, Transactions and the execution and delivery and performance of this Agreement by the obligations under the Loan Documents Borrower (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been been, or will be by the time required, obtained or made and are are, or will be by the time required, in full force and effect and except for any Perfection Requirementseffect, (b) will not violate (i) the Organizational Documents of Holdings or the Borrower, (c) will not violate any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings or any Restricted Subsidiarythe Borrower, (cd) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documentspermitted by Section 6.02, except (except, in the case of each of the foregoing clauses (a), (b)(iic) and (cd)) to the extent that the failure to obtain , for any such violations, defaults or make such consentrights that, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Except as set forth on Schedule 3.03, the execution, delivery and performance by each Loan Party of the obligations under the each Loan Documents Document to which it is a party (a) as of the date such Loan Document is executed, do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirements(i) filings necessary to perfect Liens created under the Loan Documents or (ii) where failure to obtain such consent or approval, or make such registration or filing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration under this clause (c) or clause (b) above that would not reasonably be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain Documents or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectpermitted by Section 6.02.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings Holdings, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings Holdings, the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The executionExcept as set forth on Schedule 3.03, delivery and performance of the obligations under the Loan Documents Financing Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to to, Holdings or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower Holdings or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Holdings or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings or any Restricted Subsidiary, except Liens created under the Loan Documents, except (except, solely in the case of each of the foregoing clauses (a), (b)(iib) and (c)) , to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right right, or imposition of a Lien, as the case may be, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect effect, (ii) filings and except recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Effective Date, and (iii) those approvals, registrations, filings or other actions (A) that are set forth in Schedule 4.03(a) or (B) the absence of which would not (I) reasonably be expected to impair or delay in any Perfection Requirementsmaterial respect any Loan Party’s ability to perform its obligations under the Loan Documents to which it is a party or to consummate the transactions contemplated by such Loan Documents or (II) be material to the business, financial condition or operating results of the Loan Parties and their respective Subsidiaries, taken as a whole, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyapplicable Law, or (ii) the charter, by-laws or other organizational documents of any Requirements Loan Party or (iii) any order of Law applicable to Holdings or any Restricted SubsidiaryGovernmental Authority binding on any Loan Party, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderLoan Party, and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any asset of Holdings or any Restricted Subsidiary, except Liens created under Loan Party (other than pursuant to the Loan Documents), except (except, with respect to any violation or default referred to in the case of each of the foregoing clauses (ab)(i), (b)(ii) and b)(iii), or (c)) above, to the extent that the failure to obtain such violation or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan PartyHoldings, or (ii) any Requirements of Law applicable to Holdings the Borrower or any Restricted Subsidiary, (c) will not violate any Requirement of Law applicable to Holdings, the Borrower or any Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness (including all Franchise Agreements) binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, Subsidiary (except Liens created under the Loan Documents), except (except, in the case cases of each of the foregoing clauses (a), (b)(iic) and (cd)) to the extent that the failure to obtain , for any such violations or make such consent, approval, registration, filing or action, or such violation, default or right as the case may bedefaults that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any material Requirements of Law applicable to Holdings or any Restricted Subsidiary, except for any such violation that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not contravene the terms of any Loan Party’s Organizational Documents, (d) will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture or other agreement governing Indebtedness, any material agreement or any other material instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation thereunder, except for any such violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect and (de) will not result in the creation or imposition of any Lien on any material asset of Holdings now owned or hereafter acquired by Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) Documents and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectLiens permitted by Section 6.02.

Governmental Approvals; No Conflicts. The Except as set forth in Schedule 3.03 and subject to the Legal Reservations and the Perfection Requirements, the execution, delivery and performance by any Loan Party of the obligations under the this Agreement or any other Loan Documents Document (a) do does not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings Holdings, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings Holdings, the Borrower or any Restricted Subsidiaryother Loan Party, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan DocumentsDocuments or permitted by Section 6.02, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right right, or imposition of Lien, as the case may be, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Guarantor of the obligations under the Loan Operative Documents to which such Guarantor is a party (ai) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as are not material or have been been, or will be by the time required, obtained or made and are are, or will be by the time required, in full force and effect and except for any Perfection Requirementseffect, (bii) will not violate (i) in any material respect any applicable material law or regulation or the Organizational Documents charter, by-laws, constitution or other organizational documents of Holdings such Guarantor or any other Loan Party, material order of any Governmental Authority binding upon any Guarantor or (ii) any Requirements of Law applicable to Holdings or any Restricted Subsidiaryits assets, (ciii) will not violate in any material respect or result in a default under any indenture indenture, material agreement or other agreement or material instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower such Guarantor or any Restricted Subsidiary of its Material Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdingsany Guarantor or any of its Material Subsidiaries, except, in the Borrowercase of this clause (iii), for any Restricted Subsidiarysuch violations, defaults or give rise rights that could not reasonably be expected to result in a right of, or result in, termination, cancellation or acceleration of any obligation thereunderMaterial Adverse Effect, and (div) will not result in the creation or imposition of any Lien on any asset of Holdings such Guarantor or any Restricted Subsidiaryof its Material Subsidiaries, except other than Permitted Liens created and requirements (if any) to provide cash collateral or deposits under the Loan Documents, except (in the case of each any of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectOperative Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of this Agreement and the obligations under the other Loan Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such (i) those as have been obtained or made and are in full force and effect and except for any Perfection Requirements(ii) filings necessary to perfect Liens granted by the Loan Parties under the Collateral Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Borrower or any of its Restricted SubsidiarySubsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, on the Borrower or any of its Restricted Subsidiary Subsidiaries or their respective assets, any of its assets or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any of its Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any of its Restricted SubsidiarySubsidiaries, except Liens (if any) created under the Loan Documents, except (; in the each case of each of the foregoing clauses (a), (b)(iib) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, except where it could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under transactions to be entered into contemplated by the Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for such as have been obtained or made and are in full force and effect effect, (ii) for those for which a failure to obtain same could not be reasonably be expected to have a Material Adverse Effect, and except (iii) for any Perfection Requirementsfilings and recordings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) any Applicable Law or regulation or the Organizational Documents charter, by laws or other organizational documents of Holdings any Borrower, any of the other Credit Parties, or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings Material Foreign Subsidiary or any Restricted Subsidiaryorder of any Governmental Authority, except for such violations as could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdingsany Borrower, any of the Borrower other Credit Parties, or any Restricted Subsidiary Material Foreign Subsidiary, or their respective assets, except for such violations or defaults as could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any payment, repurchase or redemption material payment to be made by Holdings, the any Borrower, any Restricted Subsidiaryof the other Credit Parties, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, Material Foreign Subsidiary and (d) will not result in the creation or imposition of any Lien on any material asset of Holdings any Borrower, any of the other Credit Parties, or any Restricted Material Foreign Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain Documents or make such consent, approval, registration, filing otherwise permitted hereby or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectthereby.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Financing Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to Holdings to, Holdings, the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The executionExcept as set forth on Schedule 3.03, delivery and performance of the obligations under the Loan Documents First Lien Financing Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the First Lien Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to Holdings to, Holdings, the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, except Subsidiary(other than Liens created under the First Lien Loan Documents, ) except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right right, as the case may be, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and effect, except for any Perfection Requirementsfilings necessary to perfect the Liens on the Collateral granted by the Loan Parties under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings any applicable law or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings or any Restricted Subsidiaryregulation, (c) will not violate any charter, by-laws or other organizational documents of any of the Parent or any of its Subsidiaries or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, any of the Borrower Parent or any Restricted Subsidiary of its Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Parent or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderits Subsidiaries, and (de) will not result in the creation or imposition of any Lien (other than the Liens on the Collateral granted by the Loan Parties under the Loan Documents) on any asset of Holdings any of the Parent or any Restricted Subsidiaryof its Subsidiaries, except Liens created under the Loan Documentsfor, except (in the case of each of the foregoing clauses clause (a), (b)(ii) and (c)) to the extent that those consents, approvals, negotiations, filings, or actions, the failure of which to obtain or make such consentcould not reasonably be expected to result in a Material Adverse Effect and, approval, registration, filing or action, or such violation, default or right as in the case may beof clauses (b) and (d), individually with respect to any violation or in default to the aggregate, extent such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) filings with any Governmental Authority necessary to perfect Liens created under the Loan Documents and (ii) such as have been obtained or made and are in full force and effect effect, except such consents, approvals, registrations or filings, the failure of which to have been obtained, received or made will not materially impair the effectiveness of the Transactions or materially adversely affect the operations of the Borrower and except for any Perfection Requirementsthe Subsidiaries, taken as a whole, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements material Requirement of Law applicable to Holdings the Borrower or any Restricted Material Subsidiary, (c) will not violate or result in a material default under any indenture material indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Material Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption material payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Material Subsidiary or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any material obligation thereunder, and (d) will not result in the creation or imposition of any Lien (other than a Lien permitted under Section 6.02) on any asset of Holdings the Borrower or any Restricted Material Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, execution and delivery of each Loan Document by each Loan Party party thereto and its performance of the obligations under the Loan Documents Documents: (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents and except (iii) for any Perfection Requirementsconsents, approvals, registrations, filing or other actions, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate (i) the Organizational Documents of Holdings any applicable Law or any other Loan Party, regulation or (ii) in any Requirements material respect, the charter, by-laws or other organizational documents of Law applicable to Holdings such Loan Party or any Restricted Subsidiaryorder of any Governmental Authority binding on such Loan Party, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Parent Borrower or any of its Restricted Subsidiary Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Parent Borrower or any of its Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderSubsidiaries, and (d) will not result in the creation or imposition of any material Lien on any asset of Holdings the Parent Borrower or any of its Restricted SubsidiarySubsidiaries, except Liens created under and Liens permitted by the Loan Documents, and except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure such violation or default referred to obtain in clause (b)(i) or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, (c) above could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party and the consummation of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect effect, (ii) filings and except for any Perfection Requirementsrecordings in respect of the Liens created pursuant to the Security Documents and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (b) will not violate (i) the Organizational Documents any Requirement of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings or any Restricted SubsidiaryLaw, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding Contractual Obligation upon Holdings, the Borrower and its Subsidiaries or any Restricted Subsidiary its or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdingsthe Borrower or any of its Subsidiaries, in the Borrowercase of this clause (c), any Restricted Subsidiaryexcept to the extent such violation or default could not reasonably be expected, individually or give rise in the aggregate, to result in a right of, or result in, termination, cancellation or acceleration of any obligation thereunderMaterial Adverse Effect, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than any Lien permitted under Section 6.02) on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Financing Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to Holdings to, Holdings, the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, material registration or filing with, or any other material action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate any applicable law, statute, rule or regulation (iother than any violation that does not result in any significant adverse economic or other effect) or the Organizational Documents charter, by-laws or other organizational documents of Holdings Superholdings and its subsidiaries, including APCS, Alamosa Delaware, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings its subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or violate, result in a default under, or require any repurchase offer under any indenture material indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon HoldingsSuperholdings, APCS, Alamosa Delaware, the Borrower or any of the Restricted Subsidiary Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by HoldingsSuperholdings, APCS, Alamosa Delaware, the Borrower, Borrower or any of the Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderSubsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Superholdings, APCS, Alamosa Delaware, the Borrower or any of the Restricted SubsidiarySubsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been been, or will be by the time required, obtained or made and are are, or will be by the time required, in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings the Borrower or any other Loan PartySubsidiary, or (iic) will not violate any Requirements Requirement of Law applicable to Holdings the Borrower or any Restricted Subsidiary, (cd) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (except, in the case of each of the foregoing clauses (a), (b)(iic) and (cd)) to the extent that the failure to obtain , for any such violations or make such consent, approval, registration, filing or action, or such violation, default or right as the case may bedefaults that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by Holdings and the Borrower of this Agreement, and by each Loan Party of the obligations under the Loan other Transaction Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except for any Perfection Requirementsor where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings Holdings, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings its Restricted Subsidiaries or any judgment or order of any Governmental Authority binding on Holdings, the Borrower or any of its Restricted SubsidiarySubsidiaries, (c) will not violate or result in a default under any indenture indenture, material agreement or other agreement or material instrument that constitutes Material Indebtedness binding upon on Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries or their respective assets, any of its assets or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any of its Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any of its Restricted SubsidiarySubsidiaries, except Liens (if any) created under the Loan Documents, except (in Documents and the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectother Liens permitted hereunder.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) as contemplated by the definition of the term “Collateral and Guarantee Requirement,” (ii) such as have been obtained or made and are in full force and effect and except for any Perfection Requirements(iii) filings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings the Company or any Restricted Subsidiary, (c) will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture or other agreement governing any Indebtedness, any material agreement or any other material instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower Company or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Company or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation thereunder, except, in the case of clauses (a) – (c), to the extent any such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of Holdings now owned or hereafter acquired by the Company or any Restricted Subsidiary, except Liens created permitted under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of the obligations under the Loan Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings Parent or any of its Restricted SubsidiarySubsidiaries or any judgment, order or ruling of any Governmental Authority except, in the case of clauses (a) and (b), as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (c) will not violate any Organization Document of Parent or any of its Restricted Subsidiaries, (d) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower material Contractual Obligation of Parent or any of its Restricted Subsidiary Subsidiaries except as would not reasonably be expected to have, either individually or their respective assetsin the aggregate, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, Material Adverse Effect and (df) will not result in the creation or imposition of any Lien on any asset of Holdings Parent or any of its Restricted SubsidiarySubsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain Documents or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectotherwise permitted hereunder.

Governmental Approvals; No Conflicts. The Except as set forth on Schedule 3.03, the execution, delivery and performance by each Loan Party of the obligations under the each Loan Documents Document to which it is a party (a) as of the date such Loan Document is executed, do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirements(i) filings necessary to perfect Liens created under the Loan Documents or (ii) where failure to obtain such consent or approval, or make such registration or filing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings Holdings, the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration under this clause (c) or clause (b) above that would not reasonably be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain Documents or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectpermitted by Section 6.02.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of the obligations under the Loan Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any Person with respect to which the Borrower or any of its Subsidiaries has any Contractual Obligation, except such those as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings the Borrower or any Restricted Subsidiaryof its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, material Contractual Obligation of the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective assets, any of its assets or give rise to a right thereunder to require accelerate the obligations of the Borrower or any paymentof its Subsidiaries thereunder (whether accomplished by a mandatory prepayment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiarya redemption, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, otherwise) and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiaryof its Subsidiaries, except Liens (if any) created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Financing Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents and First Lien Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to Holdings to, Holdings, the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and except for any Perfection Requirements(ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate (i) any applicable law or regulation or the Organizational charter, by- laws or other Organization Documents of Holdings the Parent, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Borrower’s Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdingsthe Parent, the Borrower or any Restricted Subsidiary of the Borrower’s Subsidiaries or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereundersuch Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or BUSINESS.29745768.5 imposition of any Lien on the Equity Interests of the Borrower owned by the Parent or on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents This Agreement (a) do does not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect effect, except for filings necessary to perfect Liens created pursuant to the Collar Loan Documentation and except for any Perfection Requirementsthe RDE-ROF, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings Borrower or the Organization Documents of Borrower or any Restricted Subsidiaryorder of any Governmental Authority, (c) does not and will not violate or result in a default under any indenture indenture, agreement, shareholders’ agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, its assets or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings or any Restricted SubsidiaryBorrower, except Liens Xxxxx created under pursuant to the Collar Loan DocumentsDocumentation and (e) to Borrower’s knowledge, except (in the case of each will not violate any corporate policy of the foregoing clauses (a)Issuer or other rules or regulations of the Issuer that become applicable to Borrower or its Affiliates, (b)(ii) and (c)) to including, but not limited to, the extent that Issuer’s window period policy, provided that, in case such policies, when applicable, are breached by the failure to Collar Transaction or Call Spread Transaction, then Borrower will obtain or make such consent, approval, registration, filing or action, or such violation, default or right as all the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectrequired authorizations.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action byby or before, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementswhere the failure to obtain such consent or approval or make such registration or filing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) the Organizational Documents in any material respect any order of Holdings any Governmental Authority or any other Loan Party, applicable law or regulation or (ii) any Requirements the charter, by-laws or other organizational documents of Law applicable to Holdings Holdings, the Borrower or any Restricted Subsidiary, (c) except to the extent that they may prohibit payments required to be made on the Permitted Convertible Notes, will not violate or result in a default under any indenture material indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or any of their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, Subsidiary and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, except Liens created under this Agreement and the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectPledge Agreements.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been (or, in the case of filings relating to the consummation of the Merger, substantially contemporaneously with the funding of Loans on the Effective Date will be) obtained or made and are (or will so be) in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate any applicable law, including any order of any Governmental Authority, (ic) will not violate the Organizational Documents charter, by-laws or other organizational documents of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings Parent or any Restricted Subsidiary, (cd) will not violate or result in a default under any indenture or agreement (including the ABL Credit Agreement, the Senior Notes Indenture or other agreement or material instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower Parent or any Restricted Subsidiary or any of their respective assets), or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Parent or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings Parent or any Restricted Subsidiary, except Liens created under pursuant to the Loan DocumentsDocuments or Liens created in connection with the ABL Credit Agreement, except (in the case of each of the foregoing clauses (a), (b)(iib) and (c)d) to the extent that the failure to obtain above, except for a violation or make such consentcreation, approvalas applicable, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could which would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirements(or, in the case of the Acquisition, shall have been obtained or made prior to the Initial Borrowing Date), (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings its Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under (i) the Senior Note Documents or (ii) any indenture other indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective its assets, other than (in the case of such other indentures, agreements or instruments referred to in clause (ii)) such violations or defaults which could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderits Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiaryof its Subsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectother than Permitted Liens.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of this Agreement, and by each Loan Party of the obligations under the other Loan Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such (i) those as have been obtained or made and are in full force and effect and except for any Perfection Requirements(ii) filings necessary to perfect and maintain the perfection of the Liens created by the Collateral Documents, (b) will not violate (i) the Organizational Organization Documents of Holdings any Loan Party or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Parent or any Restricted Subsidiaryof its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under (i) any indenture indenture, agreement or other agreement instrument evidencing borrowed money Indebtedness of any of the Loan Parties and their Subsidiaries or instrument that constitutes Material Indebtedness binding upon Holdings, (ii) without duplication to the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrowerforegoing clause (c)(i), any Restricted Subsidiary, or give rise to agreement disclosed in the Parent’s public filings with the SEC as a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, “Material Definitive Agreement” and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Parent or any Restricted Subsidiaryof its Subsidiaries, except Liens (if any) created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Borrower of this Agreement, and by each Loan Party of the obligations under the other Loan Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except for any Perfection Requirementsor where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings such Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Restricted Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other agreement or material instrument that constitutes Material Indebtedness binding upon Holdings, the on such Borrower or any of the Restricted Subsidiary Subsidiaries or their respective assets, any of its assets or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, such Borrower or any of the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of Holdings such Borrower or any of the Restricted SubsidiarySubsidiaries, except Liens (if any) created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents (a) The Transactions do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been been, or will be by the time required, obtained or made and are are, or will be by the time required, in full force and effect and except for any Perfection Requirementsfilings, registrations, endorsements, notarizations, stampings and/or notifications necessary to perfect Liens created pursuant to the Loan Documents, (b) the Transactions will not violate in any material respect (i) the Organizational Documents charter, by-laws, articles of Holdings association or other organizational documents of the Borrower or any other Loan Party, of its Subsidiaries or (ii) any Requirements of Law applicable to Holdings material law or regulation or any Restricted Subsidiarymaterial order of any Governmental Authority binding upon the Borrower or any of the Subsidiaries or its assets, (c) the Transactions will not violate or result in a default under any indenture indenture, material agreement or other agreement or material instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, except, in the case of clause (c), for any such violations, defaults or give rise rights that could not reasonably be expected to result in a right of, or result in, termination, cancellation or acceleration of any obligation thereunderMaterial Adverse Effect, and (d) the Transactions will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiaryof its Subsidiaries, except other than Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings required to be made with the SEC under the Exchange Act or the Securities Act after the execution of the Loan Documents or necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or violate in any other Loan Party, or (ii) respect any Requirements of Law applicable to Holdings the Borrower or any Restricted Subsidiary, (ii) violate the Organizational Documents of the Borrower or any of its Subsidiaries or (iii) violate any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other agreement or material instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderits Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiaryof its Subsidiaries, except other than Liens created or permitted under the Loan Documents, except (in the case of each of the foregoing clauses clause (a), (b)(iib)(i), (b)(iii) and or (c)) ), to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) except as described on Schedule 3.03, do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to Holdings the Borrower or any Restricted Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any indenture or other material agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiaryof its Subsidiaries, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiaryof its Subsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and except for any Perfection Requirements(ii) filings with the SEC in connection with the Transactions that will be made when required, (b) will not violate (i) the Organizational Documents of Holdings the Borrower or any other Loan PartySubsidiary, or (iic) will not violate any Requirements Requirement of Law applicable to Holdings the Borrower or any Restricted Subsidiary, (cd) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(iic) and (c)d) to the extent that the failure to obtain or make above where such consent, approval, registration, filing or action, or such violation, default or right as the case may beviolations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under transactions to be entered into contemplated by the Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for such as have been obtained or made and are in full force and effect effect, (ii) for those which could not be reasonably be expected to have a Material Adverse Effect, and except (iii) for any Perfection Requirementsfilings and recordings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings any Borrower or any other Loan Partyorder of any Governmental Authority, or (ii) any Requirements of Law applicable except for such violation which could not reasonably be expected to Holdings or any Restricted Subsidiaryhave a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the any Borrower or any Restricted Subsidiary of its Subsidiaries or their respective assets, except for such violation or default (other than under the Bonds as to which no violation or default may exist) which could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Restricted Subsidiary, Borrower or give rise to a right of, or result in, termination, cancellation or acceleration any of any obligation thereunderits Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings any Borrower or any Restricted Subsidiaryof its Subsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain Documents or make such consent, approval, registration, filing otherwise permitted hereby or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectthereby.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each of the obligations under Loan Parties of the Amended Loan Documents to which it is a party (a) do not require the Borrower or any material Subsidiary to obtain or make any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsor that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (b) will not violate (i) any law or regulation applicable to the Organizational Documents of Holdings Borrower or any Subsidiary, or the charter, by-laws or other organizational documents of any Loan Party, or (ii) any Requirements of Law applicable to Holdings Subsidiary, or any Restricted Subsidiaryorder of any Governmental Authority, except as to any law, regulation or order the violation of which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Significant Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Significant Subsidiary, except for any such violations, defaults or give rise rights to require payment that could not reasonably be expected, individually or in the aggregate, to result in a right of, or result in, termination, cancellation or acceleration of any obligation thereunderMaterial Adverse Effect, and (d) will not result in the creation or imposition of any Lien (other than a Permitted Encumbrance) on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents (a) Except to the extent that no Material Adverse Change would be materially likely to result, the Transactions (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as are required to perfect Liens created under the Security Documents and such as have been obtained or made and are in full force and effect and except for any Perfection Requirementseffect, (bii) do not and will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings Goodyear or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (ciii) do not and will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower Goodyear or any Restricted Subsidiary of the Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, assets and (div) do not and will not result in the creation or imposition of any Lien on any asset of Holdings Goodyear or any Restricted Subsidiaryof the Subsidiaries, except Liens created under the Loan Credit Documents, except . (in the case b) The incurrence of each Loan, Letter of Credit and LC Disbursement, each Guarantee thereof under the Credit Documents and each Lien securing any of the foregoing clauses (a)Obligations, (b)(ii) is permitted under the Junior Lien Indenture and (c)) to each other indenture or other agreement governing any Senior Subordinated-Lien Indebtedness in effect at the extent that the failure to obtain or make time of such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectincurrence.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents (a) Transactions do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created pursuant to the Margin Loan Documentation, (b) will not violate any Law (iexcept where such violation would not reasonably be expected to result in a Material Adverse Effect) or corporate policy of Issuer applicable to the Organizational Borrower, Issuer or any Affiliate of the foregoing or the Organization Documents of Holdings Issuer or any other Loan Partythe Borrower, or (ii) any Requirements of Law applicable to Holdings or any Restricted Subsidiary, (c) will not violate or result in a default under the THL Voting Agreement, the Registration Rights Agreement, any indenture other agreement with any THL Entity or any other indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdingsthe Borrower, the Borrower Issuer or any Restricted Subsidiary Affiliate of the foregoing or their respective its assets, or give rise to a right thereunder to accelerate or to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Issuer or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereundersuch Affiliate, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower, Issuer or any Restricted SubsidiaryAffiliate of the foregoing, except Liens created under pursuant to the Margin Loan DocumentsDocumentation, except (or, in the case of each of the foregoing clauses (a)assets not constituting Collateral, (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, of registration or filing with, or any other action by, any Governmental Authority, except (i) for such as have been or will be obtained or made and are in full force and effect effect, (ii) for filings and except for any Perfection Requirementsrecordings in respect of the Liens created pursuant to the Security Documents, and (iii) as would not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings any Obligor, or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings Subscription Document or any Restricted Subsidiaryorder of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereundersuch Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Holdings the Borrower or any Restricted Subsidiaryother Obligor, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(iib) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents, (iii) filings with the United States Copyright Office and/or the United States Patent and except Trademark Office, (iv) filings in connection with the Assignment of Claims Act for any Perfection Requirementsthe purpose of assigning to the Administrative Agent the right to receive payment directly from the United States government with respect to Accounts of the United States government and (v) consents, approvals, registrations, filings or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) the Organizational Documents charter, by-laws or other organizational documents of Holdings any Loan Party or any other Loan Party, or (ii) order of any Requirements of Law applicable to Holdings or any Restricted SubsidiaryGovernmental Authority, (c) will not violate or violate, result in a default or require any consent or approval under any indenture applicable law or regulation, indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower any Loan Party or any Restricted Subsidiary or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdingsany Loan Party, except for violations, defaults or the Borrower, any Restricted Subsidiary, or give rise creation of such rights that could not reasonably be expected to result in a right of, or result in, termination, cancellation or acceleration of any obligation thereunderMaterial Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset Property of Holdings or any Restricted SubsidiaryLoan Party, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) Documents and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectPermitted Liens.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings, Intermediate Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings, Intermediate Holdings or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower Intermediate Holdings or any other Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the BorrowerIntermediate Holdings, any Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of the obligations under the Loan Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings Holdings, the Borrower or any of its Restricted SubsidiarySubsidiaries or any judgment, order or ruling of any Governmental Authority, except where such violation, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Contractual Obligation of Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries or their respective assets, any of its assets or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the BorrowerBorrower or any of its Subsidiaries, any Restricted Subsidiaryexcept where such violation or default, either individually or give rise in the aggregate, could not reasonably be expected to result in a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any of its Restricted SubsidiarySubsidiaries, except Liens (if any) created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) Documents and (c)e) to do not contravene the extent that the failure to obtain or make terms of any such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectPerson’s Organization Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Note Party of the obligations under the Loan Note Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any Person with respect to which the Issuer or any of its Subsidiaries has any Contractual Obligation, except such those as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect or maintain perfection of the Liens created under the Note Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings the Issuer or any Restricted Subsidiaryof its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, material Contractual Obligation of the Borrower Issuer or any Restricted Subsidiary of its Subsidiaries or their respective assets, any of its assets or give rise to a right thereunder to require accelerate the obligations of the Issuer or any paymentof its Subsidiaries thereunder (whether accomplished by a mandatory prepayment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiarya redemption, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, otherwise) and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Issuer or any Restricted Subsidiaryof its Subsidiaries, except Liens (if any) created under the Loan Note Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under transactions to be entered into contemplated by the Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for such as have been obtained or made and are in full force and effect effect, (ii) for those which could not reasonably be expected to have a Material Adverse Effect, and except (iii) for any Perfection Requirementsfilings and recordings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings any Borrower or any other Loan Partyorder of any Governmental Authority, or (ii) any Requirements of Law applicable except for such violation which could not reasonably be expected to Holdings or any Restricted Subsidiaryhave a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the any Borrower or any Restricted Subsidiary of its Subsidiaries or their respective assets, except for such violation or default which could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the any Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings or any Restricted SubsidiaryBorrower, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain Documents or make such consent, approval, registration, filing otherwise permitted hereby or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectthereby.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents by the Loan Parties (aincluding the incurrence of Indebtedness and granting of guarantees and Liens thereunder) (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection RequirementsRequirements and other filings or actions necessary to perfect Liens created under the Loan Documents, (bii) will not violate (ix) the Organizational Documents of Holdings Holdings, any Borrower or any other Loan Party or (y) any material Requirements of Law applicable to Holdings, any Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings or any Restricted Subsidiary, (ciii) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the any Borrower or any Restricted Subsidiary other Loan Party or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted SubsidiaryBorrower or any other Loan Party, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (div) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, any Borrower or any Restricted Subsidiaryother Loan Party, except Liens created under the Loan Documents, the First Lien Loan Documents, the Secured Notes Documents and other Liens permitted under Section 6.02, except (in the case of each of the foregoing clauses (ai), (b)(iiii)(y), (iii) and (c)iv) above) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right or creation or imposition as the case may be, individually or in the aggregate, could would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents (a) Except to the extent that no Material Adverse Change would be materially likely to result, the Transactions (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as are required to perfect Liens created under the Security Documents and such as have been obtained or made and are in full force and effect and except for any Perfection Requirementseffect, (bii) do not and will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings Goodyear or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (ciii) do not and will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower Goodyear or any Restricted Subsidiary of the Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, assets and (div) do not and will not result in the creation or imposition of any Lien on any asset of Holdings Goodyear or any Restricted Subsidiaryof the Subsidiaries, except Liens created under the Loan Credit Documents, except . (in the case b) The incurrence of each Loan, Letter of Credit and LC Disbursement, each Guarantee thereof under the Credit Documents and each Lien securing any of the foregoing clauses (a)Obligations, (b)(ii) and (c)) to is permitted under each indenture or other agreement governing any Senior Subordinated-Lien Indebtedness in effect at the extent that the failure to obtain or make time of such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectincurrence.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents (a) Except to the extent that no Material Adverse Change would be materially likely to result, the Transactions (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as are required to perfect Liens created under the Security Documents and such as have been obtained or made and are in full force and effect and except for any Perfection Requirementseffect, (bii) do not and will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (ciii) do not and will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (div) do not and will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiaryof the Subsidiaries, except Liens created under the Loan Credit Documents, except . (in the case b) The incurrence of each Loan, Letter of Credit and LC Disbursement, each Guarantee thereof under the Credit Documents and each Lien securing any of the foregoing clauses (a)Obligations, (b)(ii) is permitted under each indenture or other agreement governing any Senior Subordinated-Lien Indebtedness in effect at the time of such incurrence, and (c)) to the extent that Loans, Letters of Credit, LC Disbursements and Guarantees thereof under the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as Credit Documents constitute Designated Senior Obligations under the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectLien Subordination and Intercreditor Agreement.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) except as could not reasonably be expected to have a Material Adverse Effect, do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created pursuant to the Loan Documents and the filing on or about the Closing Date or the Initial Funding Date of one or more current reports on Form 8-K with respect to the Transactions, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Borrower or any of its Restricted SubsidiarySubsidiaries, (c) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries or their respective assets, its assets (except those as to which waivers or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderconsents have been obtained), and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any of its Restricted SubsidiarySubsidiaries, except Liens created under pursuant to the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement and the obligations under the other Loan Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and (except for any Perfection Requirementsreports required to be filed by the Borrower with the SEC pursuant to the Exchange Act, provided that the failure to make any such filings shall not affect the validity or enforceability of this Agreement or any such other Loan Document or the rights and remedies of the Administrative Agent and the Lenders hereunder or thereunder), (b) will not violate (i) the Organizational Documents of Holdings in any material respect any law or regulation or any other Loan Partyorder of any Governmental Authority, or (ii) any Requirements of Law in each case, applicable to Holdings or binding upon the Borrower or any Restricted Subsidiaryof its property, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective assetsby which any property or asset of the Borrower or any of its Subsidiaries is bound, or give rise except to the extent that a right thereunder Material Adverse Effect would not reasonably be expected to require any paymentresult therefrom, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien prohibited hereunder on any asset of Holdings the Borrower or any Restricted Subsidiaryof its Subsidiaries and (e) will not violate the charter, except Liens created under the Loan Documents, except (in the case of each by-laws or other organizational documents of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain Borrower or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectany of its Subsidiaries.

Governmental Approvals; No Conflicts. The executionAll consents, delivery approvals, registrations, filings and performance other actions required to enable the Borrower and Holdings to enter into, exercise their respective rights and comply with their respective obligations under each of the obligations under Transaction Documents to which the Loan Documents (a) do not require any material consent Borrower or approval ofHoldings, registration or filing withas applicable, or any other action byis a party, any Governmental Authorityhave been obtained and are in full force and effect, except for (i) such as have been obtained or made and are in full force and effect effect, (ii) filings and except for any Perfection Requirementsrecordings in respect of the Liens created pursuant to the Security Agreement, (iii) approvals by the Antitrust Commission, (iv) filings with the Argentine securities commission and the Securities and Exchange Commission, and (v) registrations after the Closing Date required pursuant to the second sentence of Section 5.04, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of either the Borrower or Holdings or any other Loan Party, or (ii) order of any Requirements of Law applicable to Holdings or any Restricted SubsidiaryGovernmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, either the Borrower or any Restricted Subsidiary Holdings or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereundersuch Person, and (d) except for the Liens created pursuant to the Security Agreement and the Security Documents (as defined in the Senior Term Loan Agreement), will not result in the creation or imposition of any Lien on any asset of Holdings either the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectHoldings.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings the Borrower or any Restricted Subsidiary, (c) will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture indenture, agreement, certificate of designations or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings now owned or hereafter acquired by the Borrower or any Restricted Subsidiary, except Liens created or otherwise permitted under the Loan Documents, except (in the case of each clause (b) (solely with respect to clause (b) of the foregoing clauses (a), (b)(iidefinition of “Requirement of Law”) and clause (c)) , to the extent that (i) the failure to obtain or make such consent, approval, registration, filing or action, take such other action or (ii) such violation, default or right as the case may be, individually or in the aggregate, could would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (ai) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (A) such as have has been obtained or made and are in full force and effect and except for any Perfection Requirementseffect, (bB) filings necessary to perfect or maintain Liens created by the Security Documents, (C) consents, approvals, registrations, filings, permits or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect and (D) the transfer of the Environmental Permits to the Borrower (which transfers are currently being pursued and which the Borrower believes will be issued in the ordinary course), (ii) do not violate (i) the Organizational Documents of Holdings any Loan Party or any other Loan PartyRequirement of Law, or (ii) except, in each case, for any Requirements of Law applicable such violation which could not reasonably be expected to Holdings or any Restricted Subsidiaryresult in a Material Adverse Effect, (ciii) will except as set forth on Schedule 3.3, do not violate or result in a default or require any consent or approval under any indenture or other agreement or instrument that constitutes Material Indebtedness Contract binding upon Holdingsany Loan Party or its property, or under the Borrower Contribution Agreement or any Restricted Subsidiary or their respective assetsthe Subordinated Notes, or give rise to a right thereunder under any of the foregoing to require any payment, repurchase or redemption payment to be made by Holdingsany Loan Party, except for violations, defaults or the Borrower, any Restricted Subsidiary, or give rise creation of such rights that could not reasonably be expected to result in a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, Material Adverse Effect and (div) will do not result in the creation or imposition of any Lien on any asset property of Holdings or any Restricted SubsidiaryLoan Party, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) permitted pursuant to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectSection 6.2.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, of registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and except for any Perfection Requirements(ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate (i) any applicable law or regulation or the Organizational charter, by-laws or other Organization Documents of Holdings the Parent, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Borrower’s Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdingsthe Parent, the Borrower or any Restricted Subsidiary of the Borrower’s Subsidiaries or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereundersuch Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on the Equity Interests of the Borrower owned by the Parent or on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and except for any Perfection Requirements(ii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect, (b) except as would not reasonably be expected to have a Material Adverse Effect, will not violate (i) the Organizational Documents of Holdings any applicable law or regulation or any other Loan Party, or (ii) order of any Requirements of Law applicable to Holdings or any Restricted SubsidiaryGovernmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Subsidiaries, (d) except as would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderits Subsidiaries, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except of its Subsidiaries (other than Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) pursuant to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectCollateral Documents).

Governmental Approvals; No Conflicts. The execution, Transactions and the execution and delivery and performance of this Agreement by the obligations under the Loan Documents Borrower (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been been, or will be by the time required, obtained or made and are are, or will be by the time required, in full force and effect and except for any Perfection Requirementseffect, (b) will not violate (i) the Organizational Documents of Holdings or the Borrower, (c) will not violate any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings or any Restricted Subsidiarythe Borrower, (cd) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documentspermitted by Section 6.02, except (except, in the case of each of the foregoing clauses (a), (b)(iic) and (cd)) to the extent that the failure to obtain , for any such violations, defaults or make such consent, approval, registration, filing or action, or such violation, default or right as the case may berights that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been (or, in the case of filings relating to the consummation of the Merger, substantially contemporaneously with the Effective Date will be) obtained or made and are (or will so be) in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate any applicable law, including any order of any Governmental Authority, (ic) will not violate the Organizational Documents charter, bylaws or other organizational documents of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings Parent or any Restricted Subsidiary, (cd) will not violate or result in a default under any indenture or agreement (including the Term Credit Agreement, the Senior Notes Indenture or other agreement or material instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower Parent or any Restricted Subsidiary or any of their respective assets), or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Parent or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings Parent or any Restricted Subsidiary, except Liens created under pursuant to the Loan Documents, except (Documents or Liens created in connection with the Term Credit Agreement; in the case of each of the foregoing clauses (a), (b)(iib) and (c)d) to the extent that the failure to obtain above, except for a violation or make such consentcreation, approvalas applicable, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could which would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and except for any Perfection Requirements(ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate (i) any applicable law or regulation or the Organizational charter, by-laws or other Organization Documents of Holdings the Parent, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Borrower’s Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdingsthe Parent, the Borrower or any Restricted Subsidiary of the Borrower’s Subsidiaries or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereundersuch Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on the Equity Interests of the Borrower owned by the Parent or on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Governmental Approvals; No Conflicts. The execution, delivery and performance by any Loan Party of the obligations under the this Agreement or any other Loan Documents Document (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower Holdings or any other Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, any Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Subject to the terms of the Final Order, the execution, delivery and performance of this Third Amendment and the obligations under the Loan Documents other instruments, agreements and documents to which it is a party and executed and delivered in connection herewith (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsthe filing on or about the Third Amendment Effective Date of one or more current reports on Form 8-K with respect to this Third Amendment, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements of material Law applicable to Holdings the Borrower or any of its Restricted SubsidiarySubsidiaries, (c) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries or their respective assets, its assets (except those as to which waivers or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderconsents have been obtained), and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any of its Restricted SubsidiarySubsidiaries, except Liens created under pursuant to the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created under the Loan Documents, (ii) the reporting and/or disclosure of certain Loan Documents as required by Sections 73.3526 and 73.3613 of the FCC’s rules and (iii) the approval by the FCC of the acquisition of any Perfection RequirementsBroadcast License, (b) will not violate (i) the Organizational Documents of Holdings Parent, the Borrower or any other Loan Party, or (ii) any ii)any Requirements of Law applicable to Holdings Parent, the Borrower or any of its Restricted SubsidiarySubsidiaries, (c) will c)will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon HoldingsParent, the Borrower or any other Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by HoldingsParent, the Borrower, Borrower or any of its Restricted SubsidiarySubsidiaries, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Parent, the Borrower or any of its Restricted SubsidiarySubsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Documents: (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents and except (iii) for any Perfection Requirementsconsents, approvals, registrations, filing or other actions, the failure of which to obtain or make would not necessarily be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate (i) the Organizational Documents of Holdings any applicable Law or any other Loan Party, regulation or (ii) in any Requirements material respect, the charter, by-laws or other organizational documents of Law applicable to Holdings such Borrower or any of its Restricted SubsidiarySubsidiaries or any order of any Governmental Authority binding on such Person, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Parent Borrower or any of its Restricted Subsidiary Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Parent Borrower or any of its Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderSubsidiaries, and (d) will not result in the creation or imposition of any material Lien on any asset of Holdings the Parent Borrower or any of its Restricted SubsidiarySubsidiaries, except Liens created under and Liens permitted by the Loan Documents, and except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure such violation or default referred to obtain in clause (b)(i) or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, (c) above could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Financing Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to Holdings to, the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and thereunder or (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of Neither the obligations under Transactions nor the Loan Documents Second Amendment Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents and except (iii) for any Perfection Requirementsconsents, approvals registrations, filings or other actions that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) the Organizational Documents of Holdings or in any other Loan Party, or (ii) material respect any Requirements Requirement of Law applicable to Holdings the Borrower or any Restricted Subsidiary, (c) will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture material indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation cancelation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings now owned or hereafter acquired by the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents or (ii) where the failure to obtain such consent or approval or make such registration or filing, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings Holdings, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings their Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of their Subsidiaries or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereundertheir Subsidiaries (other than repayment of the Existing DAP Indebtedness), and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiaryof their Subsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirements, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan PartyParty or the Blocked Borrower, or (ii) any Requirements of Law applicable to Holdings or any Restricted SubsidiarySubsidiary or the Blocked Borrower, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or the Blocked Borrower or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted SubsidiarySubsidiary or the Blocked Borrower, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings or any Restricted SubsidiarySubsidiary or the Blocked Borrower, except Liens created under the Loan Documents and the ABL Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents (a) Except to the extent that no Material Adverse Change would be materially likely to result, the Transactions (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as are required to perfect Liens created under the Security Documents and such as have been obtained or made and are in full force and effect and except for any Perfection Requirementseffect, (bii) do not and will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (ciii) do not and will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (div) do not and will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiaryof the Subsidiaries, except Liens created under the Loan Credit Documents. (b) The incurrence, except (in the case continuation or purchase of each Loan, each Guarantee thereof under the Credit Documents and each Lien securing any of the foregoing clauses (a)Obligations, (b)(ii) is permitted under each indenture or other agreement governing any Senior Subordinated-Lien Indebtedness in effect at the time of such incurrence, and (c)) to the extent that Loans and Guarantees thereof under the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as Credit Documents constitute Designated Senior Obligations under the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectLien Subordination and Intercreditor Agreement.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or Regulatory Supervising Organization, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to Holdings to, Holdings, the Borrower or any Restricted Subsidiary, (cA) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (db) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, Transactions and the execution and delivery and performance of this Agreement by the obligations under the Loan Documents Borrower (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been been, or will be by the time required, obtained or made and are are, or will be by the time required, in full force and effect and except for any Perfection Requirementseffect, (b) will not violate (i) the Organizational Documents of Holdings or the Borrower, (c) will not violate any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings or any Restricted Subsidiarythe Borrower, (cd) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, Subsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documentspermitted by Section 6.02, except (except, in the case of each of the foregoing clauses (a), (b)(iic) and (cd)) to the extent that the failure to obtain , for any such violations or make such consent, approval, registration, filing or action, or such violation, default or right as the case may bedefaults that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to to, Holdings or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted other Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted other Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted other Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or Regulatory Supervising Organization, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to Holdings to, Holdings, the Borrower or any Restricted Subsidiary, (ciii) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (div) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Restatement Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action byby or before, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents and except where the failure to obtain such consent or approval or make such registration or filing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings Holdings, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderthe Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiaryof the Subsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents and the Senior Secured Convertible Notes Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and, in case of each Foreign Loan Party and each Foreign Loan Document, subject to the Legal Reservations and the Foreign Perfection Requirements.

Governmental Approvals; No Conflicts. The execution, delivery Transactions ------------------------------------- and performance the making of the obligations under the each Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, and except for any Perfection Requirementsfilings necessary and appropriate to register the Subordinated Notes under the Securities Act of 1933, as amended, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings Holdings, the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings its Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the BorrowerBorrower or any of its Subsidiaries, any Restricted Subsidiaryexcept, or give rise as disclosed in the offering documents for the Subordinated Notes, the provisions of Section 6.07 of this Agreement may conflict with the provisions of the Subordinated Notes requiring the Borrower to offer to repurchase the Subordinated Notes upon a right of, or result in, termination, cancellation or acceleration Change of any obligation thereunder, Control (as defined therein) and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiaryof its Subsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Financing Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents and Second Lien Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Partyof, or (ii) any Requirements of Law applicable to Holdings to, Holdings, the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not not, on the part of any Loan Party or any of its Subsidiaries, require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings any Loan Party or any Restricted Subsidiaryof its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assetsunder, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdingsany Loan Party or any of its Subsidiaries under, the Borrower(i) any indenture or loan agreement, in each case, evidencing Indebtedness in excess of $1 million, (ii) any Restricted SubsidiarySwap Agreement or (iii) any other material agreement, in each case which is binding upon any Loan Party or give rise to a right of, any of its Subsidiaries or result in, termination, cancellation or acceleration of any obligation thereunderits assets, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings any Loan Party or any Restricted Subsidiaryof its Subsidiaries, except Liens created under pursuant to the Loan Documents, except (except, solely in the case of each of the foregoing clauses (a), (b)(iib) and or (c)c)(iii) to the extent that the failure to obtain or make such consenthereof, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such consents, approvals, registrations or filings as have been obtained or made and are in full force and effect effect, other than (i) routine filings made with the Securities and except for any Perfection RequirementsExchange Commission under the Securities Exchange Act of 1934 and (ii) filings to maintain corporate good standing and routine licenses, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings any Loan Party or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings its Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under (i) any indenture or other indenture, agreement or instrument that constitutes Material Indebtedness relating to the Existing Public Debt or the Medium Term Notes or (ii) any other indenture, agreement or other instrument binding upon Holdings, the Borrower any Loan Party or any Restricted Subsidiary of its Subsidiaries or their respective its assets, other than defaults or violations for which consents or waivers have been obtained or, solely with respect to any indenture, agreement or instrument described in clause (ii), which defaults or violations, individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect, (d) will not give rise to a right thereunder under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets to require any payment, repurchase or redemption payment to be made by Holdings, any Loan Party or any of its Subsidiaries other than any payments contemplated to be made in connection with the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunderTransactions, and (de) will not result in the creation or imposition of any Lien on any asset of Holdings any Loan Party or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower Holdings or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, Holdings or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and effect, except for any Perfection Requirementsfilings necessary to perfect Liens created pursuant to the Loan Documents (all of which have been timely made or otherwise provided for (including, where applicable, delivery to the Agent of documents to perfect Liens created pursuant to the Loan Documents)) and filings as may be required under the Exchange Act and the Securities Act, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings any Loan Party or any Restricted Subsidiaryof its Subsidiaries, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower any Loan Party or any Restricted Subsidiary of its Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment to be made by Holdings, the Borrower, any Restricted Subsidiary, Loan Party or give rise to a right of, or result in, termination, cancellation or acceleration any of any obligation thereunderits Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings any Loan Party or any Restricted Subsidiaryof its Subsidiaries, except Liens created under pursuant to the Loan Documents and the Term Loan Security Documents; except, except (in each case other than with respect to the case creation of each of the foregoing clauses (a)Liens, (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or any such violation, default or right as the case may beright, individually or in the aggregateany failure to obtain such consent or approval or to take any such action, could would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of the obligations under the Loan Documents to which it is a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect and except for any Perfection Requirementsfilings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any other Loan Party, or (ii) any Requirements Requirement of Law applicable to Holdings the Borrower or any of its Restricted SubsidiarySubsidiaries or any judgment, order or ruling of any Governmental Authority except, in the case of clauses (a) and (b), as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (c) will not violate any Organization Document of the Borrower or any of its Restricted Subsidiaries, (d) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, material Contractual Obligation of the Borrower or any of its Restricted Subsidiary Subsidiaries except as would not reasonably be expected to have, either individually or their respective assetsin the aggregate, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, Material Adverse Effect and (df) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any of its Restricted SubsidiarySubsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain Documents or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectotherwise permitted hereunder.

Governmental Approvals; No Conflicts. The execution, delivery and performance of the obligations under the Loan Documents Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents, and except for any Perfection Requirements(iii) routine corporate filings to maintain the good standing of the Borrower and its Subsidiaries, (b) will not violate (i) any applicable law or regulation or the Organizational Documents charter, by-laws or other organizational documents of Holdings the Borrower or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings its Subsidiaries or any Restricted Subsidiaryorder of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or their respective its assets, or give rise to a right thereunder to require any payment, repurchase or redemption payment (other than the payments required to be made under the Loan Documents and the Original Credit Agreement) to be made by Holdingsthe Borrower or any of its Subsidiaries, provided that the Borrowerrepresentation in this clause (c) is subject to obtaining certain consents that are required under certain of such agreements or other instruments, any Restricted Subsidiary, which either have been obtained or give rise the failure to obtain such consents would not reasonably be expected to have a right of, or result in, termination, cancellation or acceleration of any obligation thereunderMaterial Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings the Borrower or any Restricted Subsidiaryof its Subsidiaries, except Liens created under the Loan Documents, except (in the case of each of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.