Common use of Governmental Approvals; No Conflicts Clause in Contracts

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions Transactions (a) except as could not reasonably be expected to have a Material Adverse Effect, do not require any 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, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings the filing of one or other actions, more current reports on Form 8-K with respect to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectTransactions, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Law applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of to the Borrower or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsassets (except those as to which waivers or consents have been obtained), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and/or other Permitted Liens.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the obligations under the Loan Documents (a) do not require any 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, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) 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 any applicable law or regulation (i) the Organizational Documents of Holdings, the Borrower or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, the Borrower or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) that constitutes Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) 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 its Restricted Subsidiarieseach of 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 Transactions execution, delivery and performance by any Loan Party of this Agreement or any other Loan Document (a) do not require any 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, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) 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 any applicable law or regulation or any order (i) the Organizational Documents of any Governmental AuthorityLoan Party, or (ii) any Requirements of Law applicable to any Loan Party, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) evidencing Material Indebtedness binding upon Holdings, the Borrower or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) 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 its Restricted Subsidiarieseach of 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 Transactions and the other transactions contemplated hereby (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law Applicable Law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and Subsidiaries, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents and Liens permitted by Section 6.02, and (e) do not require any acknowledgement, agreement or consent under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or their assets, except for such acknowledgements, agreements and consents as have been obtained or made and are in full force and effect, and such acknowledgements, agreements or consents the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect. Schedule 3.03 sets forth for the Borrower and each Subsidiary Loan Party a description of each license from a Governmental Authority which is material to the conduct of the business of such Loan Party as of the Closing Date.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) 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, or (ii) any Requirements of Law applicable law or regulation to, Holdings, the Parent Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Parent Borrower or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Parent Borrower or any other Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Parent Borrower or any other Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of 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, 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 Transactions 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 this Agreement or any other Loan Document (a) do does not require any 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, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) 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 any applicable law or regulation or any order of any Governmental Authority, (ci) will not violate any charter, by-laws or other organizational document the Organizational Documents of the Borrower or any other Loan Party, or (ii) any Requirements of its Restricted SubsidiariesLaw applicable to the Borrower or any other Loan Party, (dc) 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower or any Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary, except Liens created under the Loan Documents or permitted by Section 6.02, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii), (c) and (d)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, or imposition of Lien, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by any Loan Party of this Agreement or any other Loan Document (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other third party, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) 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 any applicable law or regulation (i) the Organizational Documents of Holdings, the Borrower or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, the Borrower or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) 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 its Restricted Subsidiarieseach of 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 Transactions (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 in any material respect any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or any order of any Governmental Authority, other than any such violation by a Subsidiary that individually or taken together with all such violations by the Subsidiaries could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate in any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate material respect or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted the Subsidiaries, other than any such violation or default by a Subsidiary that individually or taken together with all such violations and defaults by Subsidiaries could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted the Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such those as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (iib) filings will not violate any Requirement of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant Law applicable to the Security DocumentsBorrower or any of its Subsidiaries or any judgment, and (iii) those approvals, consents, registrations, filings order or other actions, the failure ruling of any Governmental Authority 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 any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under (i) the Company Operating Agreement of the Borrower or any indenture, agreement organizational document of any of its Subsidiaries or other instrument (other than the agreements and instruments referred to in clause (c)ii) binding upon any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries which could reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or Regulatory Supervising Organization, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) 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, or (ii) any Requirements of Law applicable law or regulation to, Holdings, the Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (ed) 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 its Restricted Subsidiarieseach of 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, 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 other Transaction Documents, or consummation of the Transactions (a) do not require any consent consent, waiver or approval of, notification to, registration or filing with, or any other action by, any Governmental Authority, except (i) such those as have been obtained or made and are in full force and effect, and except for filings required by applicable securities laws and regulations, which filings have been made or will be made on or prior to the date on which such filings are required to be made, and (ii) filings of UCC financing statements, filings the filing with the USPTO and the USCO and the taking FCC of certain of the other actions Loan Documents as required to perfect by the security interests granted pursuant to the Security Documents, and (iii) 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 EffectCommunications Laws, (b) except as could do not reasonably be expected to have a Material Adverse Effectrequire any consent, will not violate any applicable law waiver or regulation approval of, notification to, registration or filing with, or any order of other action by, any Governmental AuthorityPerson other than those described in clause (a) immediately above, except those listed on Schedule 4.4 hereto or those that have been obtained or made and are in full force and effect, (c) will not violate any charter, by-laws or other organizational document Requirements of Law applicable to the Borrower or any Subsidiary or any judgment, order or ruling of its Restricted Subsidiariesany Governmental Authority, (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, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon on the Borrower or any Subsidiary or any of its Restricted Subsidiaries or its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiary and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of Subsidiary, except Liens created under the Loan Documents. The failure by the Borrower or its Restricted Subsidiaries, as applicable, to obtain the consent or approval or otherwise to satisfy the requirements described in clause (b) immediately above with respect to the items disclosed on Schedule 4.4 could not reasonably be expected to have, individually or collectively, a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions and the Directories Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any material Governmental AuthorityAuthorization, except (i) such as have been or prior to or concurrently with the consummation of the Transactions or the Directories Transactions, as the case may be, will be obtained or made and are or prior to or concurrently with the consummation of the Transactions or the Directories Transactions, as the case may be, will be in full force and effect, (ii) filings of UCC financing statements, filings notices required to be filed with the USPTO and FCC or any applicable PUC after the USCO and the taking consummation of the other actions required to perfect Transactions or the security interests granted pursuant to Directories Transactions, as the Security Documentscase may be, and (iii) those approvals, consents, registrations, filings or other actions, necessary to perfect the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectTransaction Liens, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (1) any applicable law or regulation or applicable to any order of any Governmental AuthorityWireline Company, (c2) will not violate any the charter, by-laws or other organizational document documents of the Borrower any Wireline Company or (3) any of its Restricted Subsidiariesmaterial Governmental Authorization in any material respect, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Wireline Company or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Wireline Company or give rise to a right of, or result in, termination, cancellation or acceleration of any of its Restricted Subsidiaries obligation thereunder, and (ed) will not result in the creation or imposition of any Lien (other than the Transaction Liens) on any asset of any Wireline Company, except, with respect to clauses (b)(1), (c) and (d), to the Borrower or extent any of its Restricted Subsidiariesthe foregoing could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any third Person are necessary for the execution, delivery or performance by each Borrower or any Subsidiary of this Agreement or the Loan Documents or for the validity or enforceability thereof, except for (a) do not require any consent or approval ofthe filing of UCC-1 Financing Statements and Mortgages in the appropriate state and county filing offices, registration or filing with, or any other action by, any Governmental Authority, except (ib) such as those consents and approvals that have been obtained or made on or prior to the date hereof and that are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iiic) those approvalsthird party approvals or consents which, consentsif not made or obtained, registrationswould not cause a Default hereunder, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectEffect and do not have an adverse effect on the enforceability of the Loan Documents. Neither the execution and delivery of this Agreement or any Loan Document, (b) except as could not reasonably be expected to have a Material Adverse Effectnor compliance with the terms and provisions hereof or thereof, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate conflict with or result in a default under breach of, or require any indentureconsent that has not been obtained as of the Closing Date under, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the respective Organizational Documents of each Borrower or any of its Restricted Subsidiaries or its assetsSubsidiary, any Governmental Requirement, or give rise any other material agreement or instrument to a right thereunder to require any payment to be made by the which each Borrower or any of Subsidiary is a party or by which it is bound or to which it or its Restricted Subsidiaries and (e) will not Properties are subject, or result in the creation or imposition of any Lien on upon any asset of the revenues or assets of each Borrower or any of its Restricted SubsidiariesSubsidiary other than the Liens created by the Loan Documents or expressly permitted hereby.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 effecteffect and except for (i) filings necessary to perfect Liens created pursuant to the Loan Documents, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required approvals necessary to perfect the security interests granted Liens on any Property of Edgen Murray FZE which constitutes Collateral, provided that such approvals are obtained on or prior to sixty (60) days after appointment of a UAE Collateral Agent pursuant to a UAE Joinder Agreement (and, to the Security Documentsextent any updates are required with respect to the Collateral Agreements with respect to UAE Collateral acquired thereafter, within sixty (60) days after such UAE Collateral is acquired) and (iii) those approvalsapprovals necessary to perfect Liens on any Property of Edgen Murray Pte. Ltd. which constitutes Collateral, consents, registrations, filings provided that such approvals are obtained upon (or other actions, prior to) completion of the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectSingapore Whitewash Procedures in accordance with Section 5.16, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document Requirement of the Borrower Law applicable to any Loan Party or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower any Loan Party or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents (except with respect to any violation set forth in clauses (b) (other than as it relates to any Certificate of Incorporation and Bylaws or other organizational documents or such Person) and (c) which would not reasonably be expected to have a Material Adverse Effect).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, (b) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower any Obligor or any of its Restricted Subsidiaries, (d) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Obligor or any of its Restricted Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries (other than the Liens granted to the Collateral Agent for the benefit of the Secured Parties and, after the Effective Date, the Liens permitted under Section 6.02).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, and, in the case of the Borrower, the borrowing of Loans and other credit extensions hereunder and the use of the proceeds thereof, in each case, (a) do not require any 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, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Loan Documents, and (iii) 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 any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted Subsidiaries, (c) will not violate in any material respect (i) any applicable law or regulation binding on the Borrower or any of its Restricted Subsidiaries or their respective properties or (ii) any order of any Governmental Authority, (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, material agreement (including, without limitation, any BRAC Analysis Testing Agreement) or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsSubsidiaries, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, in each case, to the extent any such failure or default would give rise to a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, other than Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a) do as of the date such Loan Document is executed, will not require any 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 effecteffect and except (i) filings necessary to perfect Liens created under the Loan Documents, (ii) consents, approvals, registrations or filings of UCC financing statements, filings with the USPTO which have been obtained or made and the USCO are in full force and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and effect or (iii) those approvals, consents, registrations, filings or other actions, the where failure of which to obtain such consent or approval, or make such registration or filing, in the aggregate, 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 any Requirement of Law applicable law or regulation to Holdings, the Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration that would not reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of now owned or hereafter acquired by Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiary, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) filings of UCC financing statements, filings effect and except for any reports required to be filed by the Borrower with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted SEC pursuant to the Security Documents, and (iii) 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 EffectExchange Act, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in any applicable law breach or contravention of any law, rule or regulation or any order order, injunction, writ or decree of any Governmental Authority, (c) will not violate any charterin each case, by-laws applicable to or other organizational document of binding upon the Borrower or any of its Restricted SubsidiariesSubsidiaries or any of its property, (d) except as could except, in any such case, to the extent that a Material Adverse Effect would not reasonably be expected to have a Material Adverse Effectresult therefrom, (c) will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, by which any property or give rise to a right thereunder to require any payment to be made by asset of the Borrower or any of its Restricted Subsidiaries and is bound, except to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom, (ed) will not result in the creation or imposition of any Lien prohibited hereunder on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries and (e) will not violate the charter, by-laws or other organizational documents of the Borrower or any Guarantor.

Governmental Approvals; No Conflicts. The Transactions execution and delivery of each Loan Document by each Loan Party thereto and the performance by such Loan Party thereof (a) do not require any 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, (ii) filings solely in the case of UCC financing statements, filings with a foreclosure on the USPTO and pledge of Capital Stock in any Broker-Dealer Subsidiary or any direct or indirect parent company of any Broker-Dealer Subsidiary under the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Loan Documents, and any approval by FINRA or any similar Governmental Authority of a change in control or ownership or transfer of assets or line of business of any Broker-Dealer Subsidiary (or any direct or indirect parent company thereof), (iii) those in connection with the Perfection Requirements and (iv) such consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make which could not be reasonably be expected to have a Material Adverse Effect, (b) except as could will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, Effect and (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 indenturematerial Contractual Obligation to which such Loan Party is a party or is otherwise bound which violation, agreement or other instrument (other than in the agreements and instruments referred to in case of this clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise would reasonably be expected to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiariesa Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 of UCC financing statements, filings any reports required by the Borrower to be filed with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted SEC pursuant to the Security DocumentsExchange Act, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, and (iv) filings and registrations necessary to perfect the Liens on the Collateral, if any, granted by the Loan Parties in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, (b) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiariesother Loan Party, (d) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (e) will not result in the creation or imposition of any Lien other than in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 effecteffect and except where the failure to obtain such consent or approval, to so register or file or to take such other action, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect or a material adverse effect on the rights and remedies (taken as a whole) of the Lenders under the Loan Documents, (iib) filings of UCC financing statementswill not violate any applicable law or regulation or the charter, filings with the USPTO and the USCO and the taking by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, except for such violations (other actions required to perfect the security interests granted pursuant to the Security Documentsthan in respect of any charter, and (iii) those approvals, consents, registrations, filings by-laws or other actionsorganizational documents of the Borrower or any of its Subsidiaries) that, individually or in the failure of which to obtain or make could aggregate, would not reasonably be expected to have a Material Adverse Effect, Effect or a material adverse effect on the rights and remedies (btaken as a whole) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authoritythe Lenders under the Loan Documents, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries the Subsidiaries, except for such violations or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the validity or enforceability of the Loan Documents (taken as a whole) or the rights and remedies (taken as a whole) of the Lenders under the Loan Documents, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted the Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions and the other transactions contemplated hereby (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary) or its their assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary), except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Parent Borrower or any of its Restricted SubsidiariesSubsidiaries (including the Receivables Subsidiary), except Liens created under the Loan Documents and Liens permitted by Section 6.02.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could has not had and would not reasonably be expected to have a Material Adverse Effect, (b) except as could has not had and would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower Parent or any of its Restricted Subsidiaries, (d) except as could has not had and would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Parent or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) The Transactions, the IPO and the Notes Offering: (i) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO effect and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could except as would not reasonably be expected to have a Material Adverse Effect, ; (bii) do not violate any applicable law (including ERISA and Environmental Laws) or regulation or any order of any Governmental Authority except as could would not reasonably be expected to have a Material Adverse Effect, will ; (iii) do not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted Subsidiaries, ; (div) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and except as would not reasonably be expected to have a Material Adverse Effect; and (ev) will not result in the creation or imposition of any Lien (except any Lien permitted by Section 6.02 that has been disclosed as a Disclosed Matter or after the date hereof with respect to this Section 3.03) on any asset of the Borrower or any of its Restricted Subsidiaries. (b) Each Loan ranks pari passu with each other Loan (except as provided herein) and, for bankruptcy purposes, with all other senior unsecured unsubordinated Indebtedness of the Borrower.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such those as have been obtained or made and are in full force and effect, effect and except (i) for filings and recordings necessary to perfect or maintain perfection of the Liens created under the Loan Documents and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 will not violate any Requirement of Law applicable to any Loan Party or any of its Restricted Subsidiaries or any judgment, order or ruling of any Governmental Authority where such violation could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Contractual Obligation of any Loan Party or any of its Restricted Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or any of its Restricted Subsidiaries where such violation, default or payment could reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower any Loan Party or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by any Loan Party of this Agreement or any other Loan Document (a) do not require any 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, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) 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 any applicable law or regulation (i) the Organizational Documents of Holdings, Intermediate Holdings or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, Intermediate Holdings or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Holdings, Intermediate Holdings or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of the Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of 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 Transactions (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant except to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, extent that the failure of which to obtain such consent or make could not approval, or register, file, or take such action, would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower Borrower, any Guarantor or any of its Restricted Subsidiariesthe Significant Subsidiaries or any order of any Governmental Authority, (d) except as could such violations of any law, regulation, or order, individually or in the aggregate, that would not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Borrower, any Guarantor or any of its Restricted the Significant Subsidiaries or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower Borrower, any Guarantor or any of its Restricted Subsidiaries the Significant Subsidiaries, in each case (except in the case of any indenture or other agreement governing Material Indebtedness) which would, individually or in the aggregate with such other instances, reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted the Significant Subsidiaries, other than any Liens permitted by Section 6.01.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 effecteffect including the reporting to and acceptance by the relevant foreign exchange authority under the Foreign Exchange Transaction Act of Korea and related regulations (“FETA”) regarding the Guarantees and the borrowing by the Borrower under this Agreement (collectively, the “FETA Reporting”) and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could has not had and would not reasonably be expected to have a Material Adverse Effect, (b) except as could has not had and would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws laws, constitutive document or other organizational document of the Borrower Parent or any of its Restricted Subsidiaries, (d) except as could has not had and would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Parent or any of its Restricted Subsidiaries or its any of their assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties (other than Holdco, except with respect to clause (b) hereof) of the Loan Documents to which such Loan Parties are a party, the incurrence of Indebtedness hereunder and the granting of the Guarantees and security interests in respect thereof (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, in each case as of the Closing Date, (ii) filings and registrations of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required charges necessary to perfect Liens created under the security interests granted pursuant Loan Documents and to the Security release existing Liens (if any), (iii) stamping of any relevant Loan Documents, and (iiiiv) those consents, approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation Organizational Document of the Borrower or any order of any Governmental Authorityother Loan Party, (c) will not violate any charter, by-laws or other organizational document Requirement of Law applicable to the Borrower or any of its Restricted SubsidiariesSubsidiary, (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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) each case constituting Material Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, in each case as of the Closing Date, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents and Liens permitted under Section 6.02, except in the cases of its Restricted Subsidiariesclauses (a), (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Loan Documents, and (iii) 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 any applicable law or regulation applicable to the Company or its Subsidiaries or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document or constitutional documents of the Borrower Company or any of its Restricted 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, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Company or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment Material Indebtedness to be made paid by the Borrower Company or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Restricted SubsidiariesSubsidiaries other than Ratable Indenture Liens and Liens created under the Loan Documents, except such consents, approvals, registrations, filings or other actions the failure of which to obtain or make, or, in the case of clause (b) at any time after the Effective Date, to the extent such violations, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery, and performance by such Obligor of the Loan Documents described in Section 5.01 hereof (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law Applicable Law or regulation or the charter, by-laws or other organizational documents of any Obligor or any Subsidiary of any Obligor or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Obligor or any Subsidiary of its Restricted Subsidiaries any Obligor or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or any Subsidiary of its Restricted Subsidiaries and any Obligor, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower any Obligor or any Subsidiary of its Restricted Subsidiariesany Obligor, except Liens created under the Loan Documents and Liens permitted by Section 10.2.2 of the Loan Agreement, and (e) do not require any acknowledgement, agreement or consent under any indenture, agreement or other instrument binding upon any Obligor or any Subsidiary of any Obligor or their assets, except for such acknowledgements, agreements and consents as have been obtained or made and are in full force and effect, and such acknowledgements, agreements or consents the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions and the other transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ix) such as have been obtained or made and are in full force and effect, (iiy) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iiiz) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary) or its assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary), except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Parent Borrower or any of its Restricted SubsidiariesSubsidiaries (including the Receivables Subsidiary), except Liens created under the Loan Documents and Liens permitted by Section 6.02.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement and the other Loan Document by each Loan Party party thereto (a) do does not require any 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, (ii) effect and except filings necessary to perfect Liens created under the Loan Documents and in the case of UCC financing statementsany Irish Subsidiary Loan Party, filings required in order to comply with the USPTO and the USCO and the taking “Summary Approval Procedure” required pursuant to section 82 of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 EffectIrish Companies Act, (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 Borrower Party or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, the Borrower or any Restricted Subsidiary (in the case of any Governmental AuthorityIrish Subsidiary Loan Party, subject to compliance with the provisions of section 82 of the Irish Companies Act), (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) 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 its Restricted Subsidiarieseach of 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 Transactions execution, delivery and performance of the Loan Documents by each Loan Party party thereto (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law or regulation or (ii) any order applicable Order of any Governmental Authority, except to the extent such violation would not reasonably be expected to result in a Material Adverse Effect, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted SubsidiariesLoan Party, (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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) evidencing Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries (other than pursuant to a Loan Document) except to the extent such violation, default or right, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions 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 (i) such as have been obtained or made and are in full force and effecteffect and except for Perfection Requirements and other filings or actions necessary to perfect Liens created under the Loan Documents, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 any applicable law or regulation or any order (x) the Organizational Documents of any Governmental AuthorityHoldings, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any other Loan Party or (y) any material Requirements of its Restricted SubsidiariesLaw applicable to Holdings, the Borrower or any other Loan Party, (diii) 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) that constitutes Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries other Loan Party or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any other Loan Party, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (eiv) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any other Loan Party, except Liens created under the Loan Documents, the ABL Loan Documents, the Secured Notes Documents and other Liens permitted under Section 6.02, except (in the case of its Restricted Subsidiarieseach of clauses (i), (ii)(y), (iii) and (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, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are 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 (i) such as have been obtained or made and are in full force and effect, in each case as of the Effective Date, (ii) filings and registrations of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required charges necessary to perfect Liens created under the security interests granted pursuant Loan Documents and to the Security release existing Liens (if any), (iii) stamping of any relevant Loan Documents, and (iiiiv) those consents, approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation Organizational Document of the Parent, Holdco or any order of any Governmental Authorityother Loan Party, (c) will not violate any charter, by-laws or other organizational document Requirement of Law applicable to the Borrower Parent or any of its Restricted SubsidiariesSubsidiary, (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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) each case constituting Material Indebtedness binding upon the Borrower Parent or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, in each case as of the Effective Date and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any Restricted Subsidiary, except Liens created under the Loan Documents and Liens permitted under Section 6.02; except in the cases of its Restricted Subsidiariesclauses (a), (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Except for the entry of, and pursuant to the terms of, the Order, the Transactions (a) do not require any 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 (or will so be) in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 any applicable law or regulation or law, including any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Parent Borrower or any of its Restricted SubsidiariesSubsidiary, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indentureindenture or agreement (including the Pre-Petition ABL Credit Agreement, agreement the ABL Credit Agreement to the extent applicable, the Pre-Petition Credit Agreement or other material instrument binding upon the Parent Borrower or any Restricted Subsidiary or any of their assets) (other than defaults arising solely as a result of the agreements and instruments referred to in clause (ccommencement of the Cases)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted Subsidiaries Subsidiary, and (e) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any Restricted Subsidiary, except Liens created pursuant to the Loan Documents or Liens created in connection with the Pre-Petition ABL Credit Agreement, the ABL Credit Agreement to the extent applicable, or the Pre-Petition Credit Agreement, in the case of its Restricted Subsidiariesclauses (a) (as to the Transactions other than entry into the Loan Documents), (b) and (d) above, except for a failure to obtain or make, violation or creation, as applicable, which individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are 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 (i) such as have been obtained or made and are in full force and effect, in each case as of the Effective Date, (ii) filings and registrations of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required charges necessary to perfect Liens created under the security interests granted pursuant Loan Documents and to the Security release existing Liens (if any), (iii) stamping of any relevant Loan Documents, and (iiiiv) those consents, approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law Organizational Document of the Borrower or regulation or any order of any Governmental Authoritysuch Loan Party, (c) will not violate any charter, by-laws or other organizational document Requirement of Law applicable to the Borrower or any of its Restricted SubsidiariesSubsidiary, (d) except as could not reasonably be expected after giving effect to have a Material Adverse Effectthe Distribution, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) each case constituting Material Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, in each case as of the Effective Date and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents and Liens permitted under Section 6.02; except in the cases of its Restricted Subsidiariesclauses (a), (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement: (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (iA) such as have been obtained or made and are in full force and effect, (iiB) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iiiC) those for consents, approvals, consents, registrations, filings filing or other actions, the failure of which to obtain or make could would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (cii) will not violate (A) any applicable Law or regulation or (B) in any material respect, the charter, by-laws or other organizational document documents of the Borrower such Loan Party or any order of its Restricted Subsidiariesany Governmental Authority binding on such Loan Party, (diii) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Parent Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted Subsidiaries Subsidiaries, and (eiv) will not result in the creation or imposition of any material Lien on any asset of the Parent Borrower or any of its Restricted Subsidiaries, except Liens created under and Liens permitted by the Loan Documents, and except to the extent such violation or default referred to in clause (ii)(A) or (iii) above could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) except as could not reasonably be expected to have a Material Adverse Effect, do not require any 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, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings the filing of one or other actions, more current reports on Form 8-K with respect to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectTransactions, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Law applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of to the Borrower or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsassets (except those as to which waivers or consents have been obtained), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and/or other Permitted Liens.

Governmental Approvals; No Conflicts. The Transactions Transactions: (a) do not require any 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 effecteffect or in the case of the Acquisition, will have been obtained or made and will be in full force and effect upon the consummation of the Acquisition, (ii) filings as may be required by laws affecting the offering and sale of UCC financing statementssecurities generally, (iii) filings with the USPTO United States Copyright Office and/or the United States Patent and Trademark Office, (iv) filings under the USCO UCC and/or the Assignment of Claims Act (or analogous state applicable law), (v) any other filings and the taking recordings in respect of the other actions required to perfect the security interests granted Liens created pursuant to the Security Documents, and (iiivi) those in the case of the Acquisition consents, approvals, consents, registrations, registrations or filings or other actions, the failure of which to obtain be obtained or make made could not reasonably be expected to have result in a Material Adverse Effect, , (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted SubsidiariesSubsidiaries or any order of any Governmental Authority, except in the case of the Acquisition, for any violation of any law, regulation or order (dother than a law, regulation or order of the United States of America, any state therein, the District of Columbia or any Governmental Authority of any thereof), (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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Borrower or any of its Restricted Subsidiaries and (e) Liens created pursuant to the Loan Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a) do not require any 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 effecteffect and except (i) filings necessary to perfect Liens created under the Loan Documents, (ii) consents, approvals, registrations or filings of UCC financing statements, filings with the USPTO which have been obtained or made and the USCO are in full force and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and effect or (iii) those approvals, consents, registrations, filings or other actions, the where failure of which to obtain such consent or approval, or make such registration or filing, in the aggregate, 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 any Requirement of Law applicable law or regulation to Holdings, the Borrower or any order of any Governmental AuthoritySubsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument (other than including the agreements and instruments referred to in clause (c)ABL Credit Agreement) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration that would not reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of now owned or hereafter acquired by Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiary, except Liens created under the Loan Documents or the ABL Credit Agreement Documents.

Governmental Approvals; No Conflicts. The Transactions execution and delivery by each Loan Party of, the performance by each Loan Party of its obligations under, each Loan Document to which it is a party, extensions of credit hereunder, the issuance of the Senior Notes and the use of proceeds of the extensions of credit hereunder and the Senior Notes (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as 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, (ii) the approvals, consents, registrations, actions and filings which have been obtained duly obtained, taken, given or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, effect and (iii) those approvals, consents, registrations, filings registrations or other actionsactions or filings, the failure of which to obtain or make could would 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) any applicable law or regulation or any order of any Governmental Authority, Authority or (cii) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted SubsidiariesLoan Party, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Loan Party, and (ed) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Borrower Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or any of its Restricted Subsidiariesdefault referred to in clause (b)(i) or (c) above, to the extent that such violation or default would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. (a) The Transactions (ai) 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 in any material respect any applicable law or regulation applicable to the Company or its Subsidiaries and will not violate the charter, by-laws or other organizational or constitutional documents of the Company or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (diii) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Company or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any of its Restricted Subsidiaries Subsidiaries, and (eiv) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Restricted Subsidiaries (other than the Lien created by the Collateral Documents). (b) The Company and the Subsidiaries have obtained all regulatory licenses, permits or franchises required in connection with their ownership or operation of the Systems and Telecommunications Equipment, except where the failure to hold any regulatory licenses, permits or franchises would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect . All of the Company’s and the Subsidiaries’ Governmental Approvals are in full force and effect, have been validly transferred to the Company or such Subsidiary, and the Company or such Subsidiary has the power and authority to operate thereunder in each case, except where a failure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) filings of UCC financing statements, filings with actions for the USPTO and the USCO and the taking perfection of the other actions required to perfect Liens of the security interests granted pursuant to the Security Documents, and Administrative Agent or (iii) those approvals, consents, registrations, filings or other actions, to the extent any such failure of which to obtain or make could not reasonably be expected to have cause a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will do not violate any applicable law or regulation or the charter, by-laws or other organizational (or constitutional) documents of the Borrower or any of its Restricted Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will do not violate or result in a default under (i) the Senior Note Documents or (ii) any other indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, other than (in the case of such other indentures, agreements or give rise 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 right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, other than Permitted Liens.

Governmental Approvals; No Conflicts. The Transactions and Restatement Transactions and the other transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ix) such as have been obtained or made and are in full force and effect, (iiy) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iiiz) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary) or its assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary), except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Parent Borrower or any of its Restricted SubsidiariesSubsidiaries (including the Receivables Subsidiary), except Liens created under the Loan Documents and Liens permitted by Section 6.02.

Governmental Approvals; No Conflicts. The entry into the Loan Documents and the performance of the Loan Financing Transactions contemplated thereunder (a) do not require any 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 effecteffect in all material respects, (ii) filings of UCC financing statementsfilings, filings with the USPTO consents and the USCO and the taking of the other actions required notices necessary to perfect or acknowledge, or for the security interests granted pursuant exercise of remedies under, the Transaction Liens and (iii) notices required under the Mining Permits (including to the Bureau of Alcohol, Tobacco and Firearms) and Environmental Permits regarding a change in control solely to the extent required for the exercise of remedies under the Security Documents, and (iii) those approvals, consents, registrations, filings which will be given to the applicable Governmental Authority on or other actions, prior to the failure of date by which to obtain or make could not reasonably be expected to have a Material Adverse Effectsuch notices are due, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document documents of the Borrower or any of its Restricted Subsidiaries, (c) will not violate any applicable law or regulation (including any Environmental Law or Mining Law) or any order of any Governmental Authority (including any Environmental Permit or Mining Permit), (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, lease (including any Mining Lease), agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsany of their respective properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries to make any payment, except in each case referred to in clause (c) or (d) to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect and (e) will not result in the creation or imposition of any Lien (other than the Transaction Liens) on any asset property of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by Holdings and the Sponsor of this Agreement, and by each Credit Party of the other Transaction Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such those as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings effect or other actions, where the failure of which to obtain do so, individually or make in the aggregate, 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 any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of Holdings, the Borrower Sponsor or any of its Restricted Subsidiaries or any judgment or order of any Governmental Authority binding on Holdings, the Sponsor or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, material agreement or other material instrument (other than binding on Holdings, the agreements and instruments referred to in clause (c)) binding upon the Borrower Sponsor or any of its Restricted Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower Sponsor or any of its Restricted Subsidiaries and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower Sponsor or any of its Restricted Subsidiaries, except Liens (if any) created under the Operative Documents and the other Liens permitted hereunder.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) filings of UCC financing statementsand except for such consents, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or and other actions, actions the failure of which to obtain or make could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (b) except as will not violate (i) any applicable law or regulation, except, in the case of this clause (i), for such violations which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (cii) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted SubsidiariesSubsidiaries or (iii) any order of any Governmental Authority, except, in the case of this clause (d) except as iii), for such violations which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, except for such violations and defaults which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Material Subsidiaries.

Governmental Approvals; No Conflicts. The Neither the Transactions nor the granting of Liens pursuant to the Collateral Documents (including, but not limited to, the perfection or maintenance of the Liens created under the Collateral Documents and the first priority nature thereof and the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral (other than FCC Licenses) pursuant to the Collateral Documents) (a) do not require any consent consent, Authorizations, 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 and except that (i) certain of the Loan Documents may have to be filed with the FCC and the Securities and Exchange Commission after the Effective Date and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking prior approval of the other actions FCC will be required for the Lenders to perfect the security interests granted pursuant exercise certain of their rights with respect to the Security Documents, and (iii) 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 EffectBroadcast Stations, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents by each Loan Party party thereto (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been (or, in the case of filings relating to the consummation of the Mergers, substantially contemporaneously with the funding of the Initial Term B Loans on the Effective Date will be) obtained or made and are (or will so be) in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law or regulation or (ii) any order applicable Order of any Governmental Authority, except to the extent such violation would not reasonably be expected to result in a Material Adverse Effect, (c) will not violate the Organizational Documents of any charter, by-laws or other organizational document of the Borrower or any of its Restricted SubsidiariesLoan Party, (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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) evidencing Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries (other than pursuant to a Loan Document) except to the extent such violation, default or right, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ia) such as have been or prior to or concurrently with the consummation of the Transactions will be obtained or made and are or prior to or concurrently with the consummation of the Transactions will be in full force and effecteffect (except such consents, approvals, registrations or filings which will be required at the time, if any, of the exercise of remedies under the Loan Documents by the Administrative Agent and the Lenders), (iib) filings of UCC financing statementsnotices, filings if any, required to be filed with the USPTO and FCC or any applicable State PUC after the USCO and the taking consummation of the other actions required to perfect the security interests granted pursuant to the Security Documents, Transactions and (iiic) those consents, approvals, consents, registrations, filings or other actions, actions which the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (bii) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Parent, the Borrower or any Subsidiary or any order of its Restricted Subsidiariesany Governmental Authority (subject to compliance with any applicable law or regulation which, (d) except as could upon the exercise of remedies hereunder by the Administrative Agent and the Lenders, requires filing with or approval of a Governmental Authority), except, in the case of any such applicable law or regulation, for such violations that would not reasonably be expected to have result in a Material Adverse Effect, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Parent, the Borrower or any Subsidiary or its assets (other than the agreements and instruments referred to in clause (cLoan Documents)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower or any of its Restricted Subsidiaries Subsidiary, or result in a default under either the indenture for the Senior Notes or the indenture for the New Notes, except for such violations and defaults that would not reasonably be expected to result in a Material Adverse Effect and (eiv) will not result in the creation or imposition of any Lien on any asset of the Parent, the Borrower or any of its Restricted Subsidiariesthe Subsidiaries (other than, with respect to each Loan Party, Liens permitted by Section 7.2 and each Security Document to which such Loan Party is a party).

Governmental Approvals; No Conflicts. The Except as set forth on Schedule 3.03, the First Lien Financing Transactions (a) do not require any 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, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security First Lien Loan Documents, and (iii) 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, or (ii) any Requirements of Law applicable law or regulation to, Holdings, any Intermediate Parent, the Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, any Intermediate Parent, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary(other than Liens created under the First Lien Loan Documents) except (in the case of its Restricted Subsidiarieseach of 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, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by any Note Party of this Agreement or any other Note Document (ai) do not require any 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 effecteffect and except (A) filings necessary to perfect Liens created under the Note Documents, (B) filings required by applicable state securities laws, and (C) the filing of any requisite notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Securities and the listing of the Conversion Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, (ii) filings will not violate (A) the Organizational Documents of UCC financing statementsany Note Party, filings with the USPTO and the USCO and the taking or (B) any Requirements of the other actions required Law applicable to perfect the security interests granted pursuant to the Security Documentsany Note Party, and (iii) 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 any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) evidencing Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries other Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (eiv) will not result in the creation or imposition of any Lien on any asset of Parent, Holdings, the Borrower or any Subsidiary, except Liens created under the Note Documents, except (in the case of its Restricted Subsidiarieseach of clauses (i), (ii)(B) and (iii)) 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 Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are 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 (i) such as have been obtained or made and are in full force and effect, in each case as of the Closing Date, (ii) filings and registrations of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required charges necessary to perfect Liens created under the security interests granted pursuant Loan Documents and to the Security Documentsrelease existing Liens (if any), and (iii) those consents, approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation Organizational Document of the Borrower or any order of any Governmental Authorityother Loan Party, (c) will not violate any charter, by-laws or other organizational document Requirement of Law applicable to the Borrower or any of its Restricted SubsidiariesSubsidiary, (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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) each case constituting Material Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, in each case as of the Closing Date, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents and Liens permitted under Section 6.02, except in the cases of its Restricted Subsidiariesclauses (a)(c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. (a) The Transactions (ai) do not require any consent or approval of, registration or filing (other than periodic informational filings that the Borrower is required to make, for tax purposes, with the Ministry of Finance and Public Credit and that do not have an effect on the obligations of the Borrower under Section 2.12) with, or any other action by, any Governmental AuthorityAuthority (including, regulations of the Central Bank of Mexico), except (i) such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect or continue Liens created under the Loan Documents, including (A) the filings and recording of the Mortgage with (x) the Telecommunications Registry maintained by SCT, (y) each Public Registry of Property where real estate subject to the Mortgage may be located and (z) the Public Registry of Commerce of the Federal District of Mexico) and (B) SCT approval for the amendment of the security interest created in respect of the Region 9 Concession, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (ciii) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 material indenture, agreement agreement, concession, permit or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (eiv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents. (b) Each of the Subsidiaries that provides a telecommunications service has obtained the Concessions and all other concessions, licenses, permits, authorizations or other forms of permission which under Mexican law are necessary for operating and maintaining a wireless communications business and none of the Borrower or any of its Subsidiaries is in violation of any valid material rights of others with respect to any of the foregoing.

Governmental Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ia) such as have been or prior to or concurrently with the consummation of the Transactions will be obtained or made and are or prior to or concurrently with the consummation of the Transactions will be in full force and effecteffect (except such consents, approvals, registrations or filings which will be required at the time, if any, of the exercise of remedies under the Loan Documents by the Administrative Agent and the Lenders), (iib) filings of UCC financing statementsnotices, filings if any, required to be filed with the USPTO and FCC or any applicable State PUC after the USCO and the taking consummation of the other actions required to perfect the security interests granted pursuant to the Security Documents, Transactions and (iiic) those consents, approvals, consents, registrations, filings or other actions, actions which the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (bii) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Parent, the Borrower or any Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) or any order of its Restricted Subsidiariesany Governmental Authority (subject to compliance with any applicable law or regulation which, (d) except as could upon the exercise of remedies hereunder by the Administrative Agent and the Lenders, requires filing with or approval of a Governmental Authority), except, in the case of any such applicable law or regulation, for such violations that would not reasonably be expected to have result in a Material Adverse Effect, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Parent, the Borrower or any Subsidiary or its assets (other than the agreements and instruments referred to in clause (cLoan Documents)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower or any of its Restricted Subsidiaries Subsidiary, or result in a default under any indenture for the Senior Notes, except for such violations, defaults and payments that would not reasonably be expected to result in a Material Adverse Effect and (eiv) will not result in the creation or imposition of any Lien on any asset of the Parent, the Borrower or any of its Restricted Subsidiaries.the Subsidiaries (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect), other than, with respect to each Loan Party, Liens permitted by Section 7.2 and each Security Document to which such Loan Party is a party. 1821445.29\C072091\0303228

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make has not had and could not reasonably be expected to have a Material Adverse Effect, (b) except as has not had and could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as has not had and could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries (other than the Liens created pursuant to the Collateral Documents).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, in each case, as of the Effective Date, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, (b) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower any Obligor or any of its Restricted Subsidiaries, (d) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Obligor or any of its Restricted Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries (other than the Liens granted to the Collateral Agent for the benefit of the Secured Parties and, after the Effective Date, the Liens permitted under Section 6.02).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 and except for (iix) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required or registrations necessary to perfect the security interests granted Liens created pursuant to the Security Loan Documents, (y) filings or registrations required in connection with the White Wash Requirements and (iiiz) those consents, approvals, consents, registrations, filings or other actions, actions that will be obtained or made in connection with the failure of which Acquisition and each other transaction set forth in the Structure Paper on or prior to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Closing Date, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (except 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 the Parent, Irish Holdco or any of their respective Material Restricted Subsidiaries or any order of any Governmental Authority, (c) will not violate in any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate material respect or result in a default under any indenture, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Parent, Irish Holdco or any of its their respective Material Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent, Irish Holdco or any of its their respective Material Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its Material Restricted Subsidiaries, other than Liens created under the Loan Documents and in connection with any Endo Secured Intercompany Proceeds Loans or other Intercompany Proceeds Loans that are secured in accordance with the definition thereof.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could has not had and would not reasonably be expected to have a Material Adverse Effect, (b) except as could has not had and would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower Parent or any of its Restricted Subsidiaries, (d) except as could has not had and would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Parent or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its Restricted SubsidiariesSubsidiaries (other than the Liens created pursuant to the Collateral Documents).

Governmental Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ia) such as have been or prior to or concurrently with the consummation of the Transactions will be obtained or made and are or prior to or concurrently with the consummation of the Transactions will be in full force and effecteffect (except such consents, approvals, registrations or filings which will be required at the time, if any, of the exercise of remedies under the Loan Documents by the Administrative Agent and the Lenders), (iib) filings of UCC financing statementsnotices, filings if any, required to be filed with the USPTO and FCC or any applicable State PUC after the USCO and the taking consummation of the other actions required to perfect the security interests granted pursuant to the Security Documents, Transactions and (iiic) those consents, approvals, consents, registrations, filings or other actions, actions which the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (bii) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Parent, the Borrower or any Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) or any order of its Restricted Subsidiariesany Governmental Authority (subject to compliance with any applicable law or regulation which, (d) except as could upon the exercise of remedies hereunder by the Administrative Agent and the Lenders, requires filing with or approval of a Governmental Authority), except, in the case of any such applicable law or regulation, for such violations that would not reasonably be expected to have result in a Material Adverse Effect, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Parent, the Borrower or any Subsidiary or its assets (other than the agreements and instruments referred to in clause (cLoan Documents)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower or any of its Restricted Subsidiaries Subsidiary, or result in a default under any indenture for the Senior Notes, except for such violations, defaults and payments that would not reasonably be expected to result in a Material Adverse Effect and (eiv) will not result in the creation or imposition of any Lien on any asset of the Parent, the Borrower or any of its Restricted Subsidiariesthe Subsidiaries (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect), other than, with respect to each Loan Party, Liens permitted by Section 7.2 and each Security Document to which such Loan Party is a party.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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 effecteffect and, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (iieffect,(ii) for filings of UCC financing statements, filings with the USPTO and the USCO and the taking recordings in respect of the other actions required to perfect the security interests granted Liens created pursuant to the Security Documents, Documents and (iii) those for consents, approvals, registrations or filings in connection with the Vincor Acquisition either (x) that are specified in Schedule A to the Vincor Arrangement Agreement (all of which required consents, registrationsapprovals, registrations and filings shall have been obtained as of the Effective Date) or other actions(y) in the case of any consents, approvals, registrations and filings that are not specified in Schedule A to the Vincor Arrangement Agreement, the failure absence of which to obtain or make could not reasonably be expected to have a Material Adverse EffectEffect (collectively for this clause (y), “Immaterial Acquisition Approvals”), (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, Authority (cother than any such violations resulting from a failure to obtain any Immaterial Acquisition Approvals) will not violate any or the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsassets (other than any applicable Disclosed Matters), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries such Person, and (ed) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) filings of UCC financing statements, filings effect and except for any reports required to be filed by the Borrower with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted SEC pursuant to the Security Documents, and (iii) 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 EffectExchange Act, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in any applicable law breach or contravention of any law, rule or regulation or any order order, injunction, writ or decree of any Governmental Authority, (c) will not violate any charterin each case, by-laws applicable to or other organizational document of binding upon the Borrower or any of its Restricted SubsidiariesSubsidiaries or any of its property, (d) except as could except, in any such case, to the extent that a Material Adverse Effect would not reasonably be expected to have a Material Adverse Effectresult therefrom, (c) will not violate or result in a default under any Material Agreement, any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, by which any property or give rise to a right thereunder to require any payment to be made by asset of the Borrower or any of its Restricted Subsidiaries and is bound, except, in each case, to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom, (ed) will not result in the creation or imposition of any Lien prohibited hereunder on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries and (e) will not violate the Organization Documents of the Borrower or any Subsidiary Guarantor.

Governmental Approvals; No Conflicts. The Transactions execution, ------------------------------------ delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such those as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings effect or other actions, where the failure of which to obtain do so, individually or make in the aggregate, 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 any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as Authority which could not reasonably be expected to have a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of the Borrower or any of its Consolidated Subsidiaries, (d) will not violate or result in a default under any indenture, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon on the Borrower or any of its Restricted Consolidated Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Consolidated Subsidiaries and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Consolidated Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents: (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those for consents, approvals, consents, registrations, filings filing or other actions, the failure of which to obtain or make could would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law Law or regulation or (ii) in any order of any Governmental Authoritymaterial respect, (c) will not violate any the charter, by-laws or other organizational document documents of the Parent Borrower or any of its Restricted SubsidiariesSubsidiaries or any order of any Governmental Authority binding on such Person, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Parent Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any material Lien on any asset of the Parent Borrower or any of its Restricted Subsidiaries, except Liens created under and Liens permitted by the Loan Documents, and except to the extent such violation or default referred to in clause (b)(i) or (c) above could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents: (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those for immaterial consents, approvals, consents, registrations, filings filing 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) any applicable law or regulation or (ii) in any order of any Governmental Authoritymaterial respect, (c) will not violate any the charter, by-laws or other organizational document documents of the such Borrower or any of its Restricted SubsidiariesSubsidiaries or any order of any Governmental Authority binding on such Person, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Parent Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any of its Restricted Subsidiaries, except Liens created under and Liens permitted by the Loan Documents, except to the extent such violation or default referred to in clause (b)(i) or (c) above could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings effect or other actions, the failure of which to obtain if not obtained or make made could not reasonably be expected to have result in a Company Material Adverse EffectEffect and except filings reasonably necessary to release or perfect Liens pursuant to the Security Documents to the extent required by the Security Documents, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charterOrganizational Document of Holdings, by-laws or other organizational document of the Borrower or any Subsidiary, (c) (i) will not violate any Requirement of its Restricted SubsidiariesLaw applicable to Holdings, the Borrower or any Subsidiary in any material respect and (ii) will not violate any material Requirement of Law applicable to Holdings, the Borrower or any Subsidiary; (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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, (e) will not violate or result in a default under the Merger Agreement and (ef) will not result in the creation or imposition of any Lien on any asset material assets of Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiary, except Liens pursuant to the Security Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 in any material respect any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or any order of any Governmental Authority, other than any such violation by a Subsidiary that individually or taken together with all such violations by Subsidiaries could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate in any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate material respect or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted the Subsidiaries, other than any such violation or default by a Subsidiary that individually or taken together with all such violations and defaults by Subsidiaries could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted the Subsidiaries.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each of the Credit Parties and their respective Subsidiaries of the Loan Documents to which it is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the Transactions (a) do not require any 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, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) 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 any applicable law Applicable Law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any of their respective Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)including any Material Contract) binding upon the Borrower or any of its Restricted Subsidiaries the Credit Parties or its their respective Subsidiaries, or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries the Credit Parties or their respective Subsidiaries, except where such violation or default could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted the Credit Parties or their respective Subsidiaries, other than Liens created or imposed by the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions Transactions (a) except as could not reasonably be expected to have a Material Adverse Effect, do not require any 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, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings the filing on or other actions, about the failure Effective Date of which one or more current reports on Form 8-K with respect to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Transactions, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Law applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of to the Borrower or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsassets (except those as to which waivers or consents have been obtained), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent No authorizations, approvals or approval consents of, registration and no filings or filing registrations with, or any other action by, any Governmental AuthorityAuthority or any third Person are necessary for the execution, delivery or performance by the Parent, the Borrower or any Restricted Subsidiary of this Agreement or the Loan Documents or for the validity or enforceability thereof, except for (i) such the recording and filing of the Collateral Documents as have been obtained or made required by this Agreement and are in full force and effect, (ii) filings those third party approvals or consents which, if not made or obtained, would not cause a Default or Event of UCC financing statementsDefault hereunder, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 EffectEffect and do not have an adverse effect on the enforceability of the Loan Documents. Neither the execution and delivery of this Agreement or any Loan Document, (b) except as could not reasonably be expected to have a Material Adverse Effectnor compliance with the terms and provisions hereof or thereof, will conflict with or result in a breach of, or require any consent that has not violate any applicable law or regulation or any order been obtained as of any Governmental Authoritythe Effective Date under, (c) will not violate any charterthe respective Organizational Documents of the Parent, by-laws or other organizational document of the Borrower or any of Restricted Subsidiary, any Governmental Requirement, any Unsecured Notes Document or any other material agreement or instrument to which the Parent, the Borrower or any Restricted Subsidiary is a party or by which it is bound or to which it or its Restricted SubsidiariesProperties are subject, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in constitute a default under any indenture, Unsecured Notes Document or any such agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsinstrument, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (e) will not result in the creation or imposition of any Lien on upon any asset of the revenues or assets of the Parent, the Borrower or any Restricted Subsidiary pursuant to the terms of its Restricted Subsidiariesany Unsecured Notes Documents or any such agreement or instrument, other than the Liens created by the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of any Borrower or any other Person), except (i) such as have been obtained or made and are in full force and effect, (iib) filings of UCC financing statementswill not violate any applicable law or regulation or the charter, filings with the USPTO and the USCO and the taking by-laws or other organizational documents of the other actions required to perfect the security interests granted pursuant to the Security DocumentsCompany or any of its Material Subsidiaries or any order of any Governmental Authority, and (iii) those approvalsnor is any such consent, consentsapproval, registrationsregistration, filings filing or other actionsaction necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, the failure of which to obtain except such as have been obtained or make made and are in full force and effect other than those third party approvals or consents which, if not made or obtained would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect, (b) except as could Effect or do not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order an adverse effect on the enforceability of any Governmental Authoritythe Loan Documents, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under the Existing Notes, any indenture pursuant to which any Existing Notes are issued or any other indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Company or any of its Restricted Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any of its Restricted Subsidiaries Material Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Restricted Material Subsidiaries.

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 Transactions (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking recordings in respect of the other actions required to perfect the security interests granted Liens created pursuant to the Security Documents, Documents (including the IIA Approval) and (iii) those such consents, approvals, consents, registrations, filings filings, or other actions, actions the failure of which to obtain or make which could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or Requirement of Law in any order of any Governmental Authoritymaterial respect, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding Contractual Obligation upon the Borrower or any of and its Restricted Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, in the case of this clause (c), except to the extent such violation or default could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and (ed) 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 the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any third Person (including holders of its Equity interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of any Borrower or any other Person), except (i) such as have been obtained or made and are in full force and effect, (iib) filings of UCC financing statementswill not violate any applicable law or regulation or the charter, filings with the USPTO and the USCO and the taking by-laws or other organizational documents of the other actions required to perfect the security interests granted pursuant to the Security DocumentsCompany or any of its Material Subsidiaries or any order of any Governmental Authority, and (iii) those approvalsnor is any such consent, consentsapproval, registrationsregistration, filings filing or other actionsaction necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, the failure of which to obtain except such as have been obtained or make made and are in full force and effect other than those third party approvals or consents which, if not made or obtained would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect, (b) except as could Effect or do not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order an adverse effect on the enforceability of any Governmental Authoritythe Loan Documents, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under the Existing Notes, any indenture pursuant to which any Existing Notes are issued or any other indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Company or any of its Restricted Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any of its Restricted Subsidiaries Material Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Restricted Material Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such consents, approvals, registrations or filings as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under (i) any charterindenture, by-laws agreement or instrument relating to the Existing Public Debt or the Medium Term Notes or (ii) any other indenture, agreement or other organizational document of instrument binding upon the Borrower or any of its Restricted SubsidiariesSubsidiaries or 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 (d) except as ii), which defaults or violations, individually or in the aggregate could not reasonably be expected to have result in a Material Adverse Effect, (d) will not violate or result in give rise to a default right under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder assets to require any payment to be made by the Borrower or any of its Restricted Subsidiaries other than any payments contemplated to be made in connection with the Transactions, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery, and performance by such Obligor of this Consent (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 any applicable law Applicable Law or regulation or the charter, by-laws or other organizational documents of any Obligor or any Subsidiary of any Obligor or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Obligor or any Subsidiary of its Restricted Subsidiaries any Obligor or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or any Subsidiary of its Restricted Subsidiaries and any Obligor, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower any Obligor or any Subsidiary of its Restricted Subsidiariesany Obligor, except Liens created under the Loan Documents and Liens permitted by Section 10.2.2 of the Loan Agreement, and (e) do not require any acknowledgement, agreement or consent under any indenture, agreement or other instrument binding upon any Obligor or any Subsidiary of any Obligor or their assets, except for such acknowledgements, agreements and consents as have been obtained or made and are in full force and effect, and such acknowledgements, agreements or consents the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which it is a party (a) as of the date such Loan Document is executed, do not require any 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 and except (i) filings necessary to perfect Liens created under the Loan Documents or (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the where failure of which to obtain such consent or approval, or make could such registration or filing, in the aggregate, would 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 any Requirement of Law applicable law or regulation to Holdings, any Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Holdings, any Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Holdings, any Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries 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 (ed) will not result in the creation or imposition of any Lien on any asset of the Holdings, any Borrower or any of its Restricted SubsidiariesSubsidiary, except Liens created under the Loan Documents or permitted by Section 6.02.

Governmental Approvals; No Conflicts. (a) The entry into the Loan Documents and the performance of the Loan Financing Transactions contemplated thereunder (a) do not require any 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 effecteffect in all material respects, (ii) filings of UCC financing statementsfilings, filings with the USPTO consents and the USCO and the taking of the other actions required notices necessary to perfect the security interests granted pursuant or acknowledge, to the Security Documentsfullest extent possible, the Transaction Liens and (iii) those approvalsnotices of the Transactions required under the Mining Permits (including to the Bureau of Alcohol, consents, registrations, filings Tobacco and Firearms) and Environmental Permits regarding a change in control that will be given to the applicable Governmental Authority on or other actions, prior to the failure of date by which to obtain or make could not reasonably be expected to have a Material Adverse Effectsuch notices are due, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document documents of the Borrower or any of its Restricted Subsidiaries, (c) will not violate any applicable law or regulation (including any Environmental Law or Mining Law) or any order of any Governmental Authority (including any Environmental Permit or Mining Permit), (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, lease (including any Mining Lease), agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsany of their respective properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries to make any payment, except in each case referred to in clause (c) or (d) to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect and (e) will not result in the creation or imposition of any Lien (other than the Transaction Liens) on any asset property of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any Loan Party to obtain any consent or approval of, or make any registration or filing with, or request any other action by, any Governmental Authority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made or, in the case of filings relating to the consummation of the Specified Acquisition, substantially contemporaneously with the funding of Tranche 2 Loans on the Specified Acquisition Date will be obtained or made, and are (or so will be) in full force and effect, effect (except for any reports required to be filed by the Borrower with the SEC pursuant to the Exchange Act and routine Tax filings) and (ii) filings of UCC financing statements, filings with the USPTO recording and the USCO and the taking filing of the other actions Security Instruments as required to perfect the security interests granted pursuant to the Security Documents, and (iii) 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 Effectby this Agreement, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Subsidiary Guarantor or (ii) any applicable law or regulation or any order of any Governmental Authority, except, in the case of this clause (c) will not violate b)(ii), to the extent any chartersuch violations, by-laws individually or other organizational document of in the Borrower or any of its Restricted Subsidiariesaggregate, (d) except as could would not reasonably be expected to have a Material Adverse Effect, and (c) will not violate or result (alone or with notice or lapse of time or both) in a default under the Existing Notes, any indenture pursuant to which any Existing Notes are issued or any other indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries the Subsidiary Guarantors or its assets, or result in, or require, the creation or imposition of any Lien in, of or on the Collateral pursuant to the terms of such document, or give rise to a right thereunder to require any material payment to be made by the Borrower or any Subsidiary Guarantor, except to the extent any of its Restricted Subsidiaries the foregoing under this clause (c) (other than with respect to the Existing Notes or any indenture pursuant to which any Existing Notes are issued and (e) will not result in other than with respect to the creation or imposition of any Lien on any asset of Liens), individually or in the Borrower or any of its Restricted Subsidiariesaggregate, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) for filings of UCC financing statements, filings with the USPTO and the USCO and the taking recordings in respect of the other actions required to perfect the security interests granted Liens created pursuant to the Security Documents, Documents and (iii) those approvalsin the case of the Mondavi Acquisition, consents, registrations, filings or other actions, as specified in Section 6.1(b) and (c) of the failure Mondavi Merger Agreement (any of which to obtain required approvals or make could not reasonably be expected to consents shall have a Material Adverse Effectbeen obtained as of the Effective Date), (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate except (with respect to the Mondavi Acquisition) as specified in Schedule 4.5 to the Mondavi Acquisition Agreement (as any chartersuch specified items may have been amended, by-laws refinanced or other organizational document replaced since the date of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse EffectMondavi Acquisition Agreement), will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries such Person, and (ed) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties (other than Holdco, except with respect to clause (b) hereof) of the Loan Documents to which such Loan Parties are a party, the incurrence of Indebtedness hereunder and the granting of the Guarantees and security interests in respect thereof (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, in each case as of the Closing Date, (ii) filings and registrations of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required charges necessary to perfect Liens created under the security interests granted pursuant Loan Documents and to the Security release existing Liens (if any), (iii) stamping of any relevant Loan Documents, and (iiiiv) those consents, approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation Organizational Document of the Borrower or any order of any Governmental Authorityother Loan Party, (c) will not violate any charter, by-laws or other organizational document Requirement of Law applicable to the Borrower or any of its Restricted SubsidiariesSubsidiary, (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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) each case constituting Material Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, in each case as of the Closing Date, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents and Liens permitted under Section 6.02, except in the cases of clauses (a), (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (a) Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Restricted SubsidiariesSubsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Loan Documents.

Governmental Approvals; No Conflicts. The ------------------------------------- participation by Limited, the Borrower and each Restricted Subsidiary in the Transactions (a) do does not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those approvalssuch as its failure to obtain, consentsindividually or in the aggregate, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of Limited, the Borrower or any of its the Restricted Subsidiaries, (c) will not violate or result in a default under the Senior Note Indenture, the Preferred Stock or the Exchange Note Indenture or give rise to a right thereunder to require any payment to be made by Limited, the Borrower or any of the Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any order of any Governmental Authority or violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Limited, the Borrower or any of its the Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Limited, the Borrower or any of its the Restricted Subsidiaries Subsidiaries, except for such violations, defaults or rights, individually or in the aggregate, as could not reasonably be expected to result in a Material Adverse Effect or to expose any Lender or the Administrative Agent to any potential material civil liability or any potential criminal liability, and (e) will not result in the creation or imposition of any Lien on any asset of Limited, the Borrower or any of its the Restricted Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) The Transactions, the build-out, maintenance, installation and operation of the Network, the development of the Project and the execution, delivery and performance of the Project Documents (i) do not require any consent or approval of, registration or filing with, or any other action by, any material Governmental AuthorityApprovals, except (iA) such as have been obtained or made and are in full force and effect, (iiB) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted pursuant to Liens created under the Security Documents, (C) the Governmental Approvals described on Schedules 3.03 and 3.19 and (iiiD) 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 Effectany Permitted Additional Governmental Approvals, (bii) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental Authority, (ciii) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party (except in respect of Existing AT&T Financings prior to the Borrower or any of its Restricted Subsidiaries Effective Date), and (eiv) will not result in the creation or imposition of any Lien on any asset of any Loan Party, except Liens created under the Security Documents and Permitted Encumbrances. (b) Schedule 3.03 sets forth all material Governmental Approvals (other than the Concessions and Permitted Additional Governmental Approvals) required in connection with the Transactions, the build-out, maintenance, installation and operation of the Network, the development of the Project and the execution, delivery and performance of the Project Documents, including Governmental Approvals required in order to permit payments to be made in respect of principal of and interest on Local Financing Loans and in respect of the Obligations. Except as expressly set forth in Schedule 3.03, all Governmental Approvals set forth therein have been obtained, made or taken (as the case may be) and are valid and in full force and effect, and each of the Loan Parties is in compliance with the terms and conditions thereof, except where the failure so to comply would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Each of the Borrower and Holdings reasonably believes that any such Governmental Approval that has not been obtained, made or taken (as the case may be) will be obtained, made or taken in due course at or prior to the time when needed, free from any of its Restricted Subsidiariesconditions or requirements that cannot be satisfied and compliance with which would not be reasonably expected to have a Materially Adverse Effect.

Governmental Approvals; No Conflicts. The Except as set forth on Schedule 3.03, the Financing Transactions (a) do not require any 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, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) 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, or (ii) any Requirements of Law applicable law or regulation to, Holdings, any Intermediate Parent, the Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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 or other agreement or other instrument (other than the agreements and instruments referred to instrument, in clause (c)) each case, binding upon Holdings, any Intermediate Parent, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary (other than Liens created under the Loan Documents) except (in the case of its Restricted Subsidiarieseach of 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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other Person, except (i) for the Bankruptcy Court and the Canadian Court or such as have been obtained or made and are in full force and effecteffect or, (ii) filings of UCC financing statementsif not obtained or made, filings with would not, individually or in the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documentsaggregate, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not be reasonably be expected likely to have a Material Adverse EffectEffect and except filings necessary to perfect Liens created under the Loan Documents, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent Borrower or any of the Subsidiaries or any order of any Governmental Authority, except, with respect to any violation of applicable law or regulation or any order of any Governmental Authority, (c) will not violate to the extent any chartersuch violation would not, by-laws individually or other organizational document of in the Borrower or any of its Restricted Subsidiariesaggregate, (d) except as could not be reasonably be expected likely to have a Material Adverse Effect, (c) will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Parent Borrower or any of its Restricted the Subsidiaries or its assets, except to the extent any such violation, default or right would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect or is permitted by the Bankruptcy Code, or the Bankruptcy Court or (in the case of the Canadian Guarantors) the Canadian Court after appropriate notice and hearing, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted Subsidiaries the Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any of its Restricted the Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Except as set forth in Schedule 3.03, the performance by each Loan Party of the Loan Documents to which it is to be party, the Borrowings and the issuances of Letters of Credit hereunder and the Transactions (a) do not require any 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, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those certain consents and approvals that may be required in order to provide certain guarantees or to grant certain Liens, in each case contemplated by the Collateral and Guarantee Requirement or Section 5.12 or 5.13 hereof, (iv) the filing of a certificate of merger with the Delaware Secretary of State to effect the Merger, (v) the filing of information in respect thereof with the Securities and Exchange Commission and (vi) other consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make could make, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate the charter, by-laws or other organizational documents of either Borrower or any of the Loan Parties, (c) except as could not to the extent that any such violations or defaults would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (i) will not violate any applicable law or regulation or any order of any Governmental Authority, Authority and (cii) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the either Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries assets and (ed) will not result in the creation or imposition of any Lien on any asset of the either Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents (including Ratable Liens securing Ratable FCX Obligations and Ratable Cyprus Obligations and, on and after the Additional Collateral Date, Ratable PD Obligations). All applicable waiting periods and appeal periods in respect of the Transactions under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 have expired, in each case without the imposition of burdensome conditions.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been (or, in the case of filings relating to the consummation of the Merger, substantially contemporaneously with the Merger Date will be) obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those for consents, approvals, consents, registrations, filings filing or other actions, the failure of which to obtain or make could not reasonably necessarily be expected to have have, individually or in the aggregate, a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law Law or regulation or (ii) in any order of any Governmental Authoritymaterial respect, (c) will not violate any the charter, by-laws or other organizational document documents of the such Borrower or any of its Restricted SubsidiariesSubsidiaries or any order of any Governmental Authority binding on such Person, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Parent or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any material Lien on any asset of the Borrower Parent or any of its Restricted Subsidiaries, except Liens created under and Liens permitted by the Loan Documents, and except to the extent such violation or default referred to in clause (b)(i) or (c) above could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, with or any other action by, by any Governmental Authority, except (i) such consents, approvals, registrations, or filings as have been obtained or made and are in full force and effect, ; (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and ; (iii) those in the case of Transactions applicable to the Spanish Tranche (other than in respect of the Deferred Collateral Requirement), such consents, approvals, consents, registrations, or filings as will have been obtained or other actionsmade and will be in full force and effect as of the Spanish Tranche Effective Date; and (iv) in the case of Transactions required for the satisfaction of the Deferred Collateral Requirement, such consents, approvals, registrations, or filings as will have been obtained or made and will be in full force and effect as of the failure of date (if any) on which to obtain or make could not reasonably be expected to have a Material Adverse Effectsuch requirement is satisfied, (b) except as could not reasonably be expected to have a Material Adverse Effectwhen entered into and at all times thereafter, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of either Borrower or any of the Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the either Borrower or any of its Restricted the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the either Borrower or any of its Restricted Subsidiaries the Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the either Borrower or any of its Restricted the Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a) do as of the date such Loan Document is executed, will not require any 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 effecteffect and except (i) filings necessary to perfect Liens created under the Loan Documents, (ii) consents, approvals, registrations or filings of UCC financing statements, filings with the USPTO which have been obtained or made and the USCO are in full force and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and effect or (iii) those approvals, consents, registrations, filings or other actions, the where failure of which to obtain such consent or approval, or make such registration or filing, in the aggregate, 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 any Requirement of Law applicable law or regulation to any Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the any Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the any Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration that would not reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of the now owned or hereafter acquired by any Borrower or any of its Restricted SubsidiariesSubsidiary, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) 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 any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Borrower or any of its Subsidiaries or any order of any Governmental Authority, except for any violations of any applicable law or regulation or any order of any Governmental Authority, (c) will not violate Authority resulting from the execution and delivery of any charter, by-laws or other organizational document of the Borrower Weider Transaction Documents or any of its Restricted Subsidiariesthe transactions contemplated thereby that, (d) except as individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument (other than any indenture, agreement or other instrument in respect of Indebtedness that was repaid on the agreements and instruments referred to in clause (c)Effective Date) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiaries, except for any such violations, defaults or rights to require payments resulting from the execution and delivery of any of the Weider Transaction Documents or the transactions contemplated thereby that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a%3) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i%4) such as have been obtained or made and are in full force and effect, in each case as of the Restatement Date, (ii%4) filings and registrations of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required charges necessary to perfect Liens created under the security interests granted pursuant Loan Documents and to the Security Documentsrelease existing Liens (if any), and (iii%4) those consents, approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c%3) will not violate any charter, by-laws or other organizational document Organizational Document of the Borrower or any of its Restricted Subsidiariesother Loan Party, (d%3) except as could will not reasonably be expected violate any Requirement of Law applicable to have a Material Adverse Effectthe Borrower or any Restricted Subsidiary, (%3) will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) each case constituting Material Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, in each case as of the Restatement Date, and (e%3) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents and Liens permitted under ‎Section 6.02, except in the cases of its Restricted Subsidiariesclauses ‎(a) ‎(c) and ‎(d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ia) such as have been or prior to or concurrently with the consummation of the Transactions will be obtained or made and are or prior to or concurrently with the consummation of the Transactions will be in full force and effecteffect (except such consents, approvals, registrations or filings which will be required at the time, if any, of the exercise of remedies under the Loan Documents by the Administrative Agent and the Lenders), (iib) filings of UCC financing statementsnotices, filings if any, required to be filed with the USPTO and FCC or any applicable State PUC after the USCO and the taking consummation of the other actions required to perfect the security interests granted pursuant to the Security Documents, Transactions and (iiic) those consents, approvals, consents, registrations, filings or other actions, actions which the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (bii) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) or any order of its Restricted Subsidiariesany Governmental Authority (subject to compliance with any applicable law or regulation which, (d) except as could upon the exercise of remedies hereunder by the Administrative Agent and the Lenders, requires filing with or approval of a Governmental Authority), except, in the case of any such applicable law or regulation, for such violations that would not reasonably be expected to have result in a Material Adverse Effect, (iii) will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its assetsassets (other than the Loan Documents), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiary, or result in a default under any indenture for the Senior Notes, except for such violations, defaults and payments that would not reasonably be expected to result in a Material Adverse Effect and (eiv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiariesthe Subsidiaries (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect), other than, with respect to each Loan Party, Liens permitted by Section 7.2 and each Security Document to which such Loan Party is a party.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any 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, in each case, as of the Effective Date, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, (b) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower any Obligor or any of its Restricted Subsidiaries, (d) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Obligor or any of its Restricted Subsidiaries or its assetsSubsidiaries, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries (other than the Liens granted to the Collateral Agent for the benefit of the Secured Parties and, after the Effective Date, the Liens permitted under Section 6.02).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a) do as of the date such Loan Document is executed, will not require any 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 effecteffect and except (i) filings necessary to perfect Liens created under the Loan Documents, (ii) consents, approvals, registrations or filings of UCC financing statements, filings with the USPTO which have been obtained or made and the USCO are in full force and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and effect or (iii) those approvals, consents, registrations, filings or other actions, the where failure of which to obtain such consent or approval, or make such registration or filing, in the aggregate, 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 any Requirement of Law applicable law or regulation to the Parent or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Parent or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower Parent or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration that would not reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of now owned or hereafter acquired by the Borrower Parent or any of its Restricted SubsidiariesSubsidiary, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Obligor of this Agreement, the Shared Secured Documents and the Guarantee Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authoritygovernmental authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking recordings in respect of the other actions required to perfect the security interests granted Liens created pursuant to the Shared Security Documents, and (iii) those such FCC consents, approvals, consents, registrations, and filings or other actionsas may be required in connection with the exercise of rights under the Shared Security Documents following an Event of Default and (iv) such licenses, approvals, authorizations and consents as may be required by the failure U.S. Department of which State pursuant to obtain or make could not reasonably be expected the International Traffic in Arms Regulations and the U.S. Department of Commerce pursuant to have a Material Adverse Effectthe Export Administration Regulations in connection with the exercise of rights hereunder and under the Shared Security Documents following an Event of Default, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower any Obligor or any order of its Restricted Subsidiariesany governmental authority, (dc) 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 or any material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its such Obligor's assets, or give rise to a right thereunder to require any payment to be made by any such Person under any such material agreement or instrument (it being understood that, in the Borrower case of agreements included in the collateral security under the Shared Security Documents that require the consent or approval of a third party thereto to an assignment of such agreement, or otherwise impose conditions on such assignment, that such consent or approval will need to be obtained or such conditions satisfied prior to or upon any such assignment upon an exercise by the Collateral Trustee of its Restricted Subsidiaries rights and remedies under the Shared Security Documents), and (ed) except for the Liens created pursuant to the Shared Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesObligor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have for the filing of a Form 10 by Holdings and New D&B with the Securities and Exchange Commission, the filing of a Form 8-K by Holdings with the Securities and Exchange Commission, the filing by Holdings and the Borrower with and declaration of effectiveness of a registration statement by the Securities and Exchange Commission relating to an exchange offer of the Subordinated Debt, the filing of UCC-1 financing statements necessary to perfect the Liens created under the Security Documents, each of which has been obtained or made and are is in full force and effect, (ii) and certain filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant approvals relating to the Security Documents, Spin-off with respect to the transfer of assets and (iii) those approvals, consents, registrations, filings or other actionsstock of non-United States entities and to the transfer of licenses related to the collection agency business, the failure of which to make or obtain or make could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Borrower or any of its Subsidiaries or any Material Joint Venture or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted 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, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries or any Material Joint Venture or its assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any of its Restricted Subsidiaries or any Material Joint Venture, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiaries or any Material Joint Venture, except Liens created under the Security Documents.