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 for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the Security Documents, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, and (iii) of which the failure to obtain would not reasonably be expected to have a Material Adverse Effect, (b) 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 other Obligors, as applicable, or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries other Obligor, as applicable, or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any other Obligors, except in the cases of its Subsidiariesthe foregoing clauses (b) and (c), as would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Except as set forth on Schedule 3.03, the Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and effect, (ii) filings and recordings in respect of the necessary to perfect Liens created pursuant under the Loan Documents and (iii) consents, approvals, registrations, filings or actions the failure of which to the Security Documentsobtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) 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 Company or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or violate, result in a default in or require any material respect consent or approval under any applicable law or regulation, indenture, agreement or other instrument binding upon the Borrower any Company or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such Personrights that could not reasonably be expected to result in a Material Adverse Effect, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset Property of any Company, except Liens created under the Borrower or any of its SubsidiariesLoan Documents and Permitted Liens.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentshereto, (b) 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 Obligor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documentshereto, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesObligor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Requirement of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Law, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding Contractual Obligation upon the Borrower or any of Company and its Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Company or any such Personof its Subsidiaries, and (d) 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 Company or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by 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 of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such those as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings or where the failure to do so, individually or in respect of the Liens created pursuant aggregate, could not reasonably be expected to the Security Documentshave a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower Sponsor or any of its Subsidiaries or any judgment or order of any Governmental Authority (including binding on the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Sponsor or any of its Subsidiaries, (c) will not violate or result in a default in any material respect under any indenture, material agreement or other material instrument binding upon on the Borrower Sponsor or any of its Subsidiaries or assets, any of its assets or give rise to a right thereunder to require any payment to be made by the Sponsor or any such Person, of its Subsidiaries and (d) 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 Sponsor or any of its Subsidiaries, except Liens (if any) created under the Operative Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable material law or regulation applicable to the Borrower or any of its Subsidiaries or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any applicable Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the Security Documents, (b) 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 other Obligor or any order of any Governmental Authority (including applicable to the Investment Company Act and the rulesBorrower or any other Obligor, regulations and orders issued by the SEC thereunder)or their respective property, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien (other than Liens permitted by Section 6.02) on any asset of the Borrower or any of its Subsidiariesother Obligor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action byby or before, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) except filings and recordings in respect of the necessary to perfect Liens created pursuant under the Loan Documents and except where the failure to obtain such consent or approval or make such registration or filing, individually or in the Security Documentsaggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) 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 the Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon Holdings, the Borrower or any of its the Subsidiaries or any of their assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any such Personof the Subsidiaries, and (d) 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 Holdings, the Borrower or any of its the Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions Agreement and the transactions contemplated hereby (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have Authority which has not been or will not be timely obtained, registered or filed, as the case may be, except (x) as such have been obtained or made and are in full force and effect and or (iiy) filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Loan Documents, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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 SubsidiariesSubsidiaries other than as anticipated and created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as set forth on Schedule 3.03 or have been or will be obtained or made and are in full force and effect and (ii) except filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Loan Documents, (b) will not violate any applicable law or regulation or the charter, limited liability company agreement, by-laws or other organizational documents of the Parent, Holdings, the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Parent, Holdings, the Borrower or any of its Subsidiaries or any of their assets, or give rise to a right thereunder to require any payment to be made by the Parent, Holdings, the Borrower or any such Personof its Subsidiaries, and (d) 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 Parent, Holdings, the Borrower or any of its Subsidiaries, except Liens permitted under Section 6.02.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect or as to which the failure to be made or obtained and to be in full force and effect would not result in a Material Adverse Effect, (ii) filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security DocumentsCollateral Agreement and (iii) filings of periodic reports with the Securities and Exchange Commission, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower Holdings or any of its Subsidiaries Subsidiary or any material order of any Governmental Authority (including the Investment Company Act and the rulesapplicable to such Person except, regulations and orders issued by the SEC thereunder)in each case, as would not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default in under any material respect under provision of any indenture, agreement or other instrument binding upon the Borrower Holdings or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Holdings or any such PersonSubsidiary, and (d) 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 Holdings or any of its Subsidiaries, except Liens created under the Security Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and effect, (ii) filings and recordings in respect of the necessary to perfect Liens created pursuant under the Credit Documents and (iii) other consents, approvals, registrations and filings the failure to obtain which could not reasonably be expected (individually or in the Security Documentsaggregate) to have a Material Adverse Effect, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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 Subsidiaries, except Liens created under the Credit Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law law, policy or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries Obligor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower Borrower, or any of its Subsidiaries assets, or give rise to a right thereunder to require any payment to be made by the Borrower, (d) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Subsidiary Guarantor, or any of its assets, or give rise to a right thereunder to require any payment to be made by any such Person, Subsidiary Guarantor and (de) 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 SubsidiariesLoan Parties, other than Liens granted on the Effective Date and otherwise permitted pursuant to Section 6.02.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentshereto, (b) 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 Obligor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documentshereto, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesObligor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and effect, (ii) filings and recordings in respect of the necessary to perfect Liens created pursuant under the Loan Documents and (iii) those the failure to obtain or make which, individually or in the Security Documentsaggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower Company or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, material agreement or other material instrument binding upon the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any such Person, of its Subsidiaries and (d) 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 Company or any of its Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions with respect to such Borrower (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security DocumentsDocuments to which such Obligor is a party, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the such Borrower or any of its Subsidiaries such other Obligor, as applicable, or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the such Borrower or any of such other Obligor, as applicable, or its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security DocumentsDocuments to which such Borrower or such other Obligor is a party, will not result in the creation or imposition of any Lien on any asset of the such Borrower or any of its Subsidiariessuch other Obligor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any applicable Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the Security Documents, (b) 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 other Obligor or any order of any Governmental Authority (including applicable to the Investment Company Act and the rulesBorrower or any other Obligor, regulations and orders issued by the SEC thereunder)or their respective property, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries other Obligor or their respective assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien (other than Liens permitted by Section 6.02) on any asset of the Borrower or any of its Subsidiariesother Obligor.

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 for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Constituent Documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Subject to entry of the Interim Order (or the Final Order, when applicable), the Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) have been disclosed to the Lenders to their reasonable satisfaction, and except filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Loan Documents, (b) will not violate any applicable law Applicable Law or regulation or the charter, by-laws or other organizational documents of the Borrower Company or any of its the Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument entered into after the Petition Date binding upon the Borrower Company or any of its the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any such Personof the Subsidiaries, and (d) 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 Company or any of its the Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require the Borrower or any Subsidiary to obtain any consent or approval of of, or make any registration or filing with, or request any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect (except for any reports required to be filed by the Borrower with the Securities and (ii) filings and recordings in respect of the Liens created Exchange Commission pursuant to the Security DocumentsSecurities Exchange Act of 1934), (b) will not violate result in a violation by the Borrower or any applicable Subsidiary of any 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any material payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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 Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions to be performed by such Borrower and its Subsidiary Guarantors (excluding use of proceeds) (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) the filings and recordings referred to in respect of the Liens created pursuant to the Security DocumentsSection 3.12, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the such Borrower or any of its Material Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the such Borrower or any of its Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by such Borrower or any such Personof its Material Subsidiaries, and (d) 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 such Borrower or any of its SubsidiariesMaterial Subsidiaries (other than Liens securing the QVC Obligations and/or QVC/zulily Obligations, as applicable).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentseffect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent, the Borrower or any of its their respective Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Parent, the Borrower or any of its their respective 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 such Personof their respective Subsidiaries, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of of, or the requirement to create, any Lien on any asset of the Parent, the Borrower or any of its their respective Subsidiaries, other than Liens in favor of the Administrative Agent pursuant to the Security Documents.

Governmental Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect effect, and (ii) those filings and recordings in respect of the connection with Liens created pursuant granted to the Security Administrative Agent under the Loan Documents, , (b) will not violate (i) any applicable law or regulation or in any material respect, (ii) the charter, by-laws or other organizational documents of the Borrower Company or any of its Subsidiaries Subsidiaries, as applicable, or (iii) any order of any Governmental Authority (including binding upon the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), or such Subsidiary, (c) will not violate or result in a default in any material respect under any indenture, material agreement or other material instrument binding upon the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any such Personof its Subsidiaries, and and (d) 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 Company or any of its Subsidiaries, other than Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) except for filings and recordings in respect of the necessary to perfect Liens created pursuant to the Security Loan Documents, (b) will not violate any Requirement of Law applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower to any Loan Party or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Restricted Subsidiaries, (c) will not violate or result in a default in under (i) any material respect under certificate or articles of incorporation or organization, by-laws, operating, management or partnership agreement or other organizational documents of any Loan Party or (ii) any indenture, material agreement or other material instrument binding upon the Borrower any Loan Party or any of its Restricted Subsidiaries or assetsthe assets of any Loan Party or any of its Restricted Subsidiaries, or give rise to a right thereunder to require any payment to be made by any such PersonLoan Party or any of its Restricted Subsidiaries, and (d) 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 any Loan Party 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 or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and or (ii) filings and recordings where the failure to obtain such consent or approval or make such registration or filing, individually or in respect of the Liens created pursuant aggregate, would not reasonably be expected to the Security Documentsresult in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Parent, the Borrower or any of its their Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon Parent, the Borrower or any of its their Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by Parent, the Borrower or any such Personof their Subsidiaries (other than under the Existing Credit Agreement), and (d) 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 Parent, the Borrower or any of its their Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and or (ii) filings and recordings where the failure to obtain such consent or approval or make such registration or filing, individually or in respect of the Liens created pursuant aggregate, would not reasonably be expected to the Security Documentsresult in a Material Adverse Effect, (b) 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 their Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon Holdings, the Borrower or any of its their Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any such Personof their Subsidiaries, and (d) 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 Holdings, the Borrower or any of its their Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to hereto or the other Security Documents, (b) 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 Obligor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to hereto or the other Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its 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 for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the terms of the charter, by-laws or other organizational documents of the Parent, the Borrower or any of its the Subsidiaries or the terms of any of the Authorizations, or any order of any Governmental Authority Authority, in each case, in any material respect. Except as could not reasonably be expected to result in a Material Adverse Effect, the Transactions (including a) do not require any consent or approval of, registration or filing with, or any other action by or before, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, and (ii) filings necessary to perfect Liens created under the Investment Company Act Loan Documents and the rules, regulations and orders issued by the SEC thereunder), (cb) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Parent, the Borrower or any of its the Subsidiaries or any of their assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower or any such Person, and (d) except for of the Liens created pursuant to the Security Documents, Subsidiaries. The Transactions will not result in the creation or imposition of any Lien on any asset of the Parent, the Borrower or any of its the Subsidiaries, except Liens created under or permitted by the Loan Documents (other than any Liens permitted pursuant to Section 6.02(c)).

Governmental Approvals; No Conflicts. The Collar Loan Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) except for filings and recordings in respect of the necessary to perfect Liens created pursuant to the Security DocumentsCollar Loan Documentation, (b) will not violate any Law applicable law or regulation to Borrower or the charter, by-laws or other organizational documents Organization Documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) do not and will not violate or result in a default in any material respect under any indenture, agreement, shareholders’ agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, their respective assets or give rise to a right thereunder to require any payment to be made by Borrower or any such Personof its Subsidiaries, and (d) 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 Subsidiaries, except Liens created pursuant to the Collar Loan Documentation, and (e) will not violate any corporate policy (including any ixxxxxx xxxxxxx policy) of Issuer applicable to Borrower or any Affiliate thereof or the Organization Documents of Issuer.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and or (ii) filings and recordings where the failure to obtain such consent or approval or make such registration or filing, individually or in respect of the Liens created pursuant aggregate, would not reasonably be expected to the Security Documentsresult in a Material Adverse Effect, (b) 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 their Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon Holdings, the Borrower or any of its their Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any such Personof their Subsidiaries (other than under the Existing Credit Agreement), and (d) 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 Holdings, the Borrower or any of its their Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) except filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Senior Loan Documents, (b) will not violate any applicable law or regulation or any order of any Governmental Authority, except for such violations that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Subsidiaries, (cd) will not violate or result in a default in any material respect under any indenture, agreement or other instrument evidencing or governing Indebtedness or any other material agreement binding upon the Borrower or any of Subsidiary or its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such PersonSubsidiary, and (de) 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 SubsidiariesSubsidiary, except Liens created under the Senior Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect or will be obtained in the ordinary course of business before the time required under applicable laws and regulations and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) 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 Guarantor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or any other instrument binding upon the Borrower or any of its Subsidiaries Guarantor or their respective assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any Guarantor, except, in the case of its Subsidiariesclauses (a), (b) and (c) above, such violations, conflicts and/or absence of approvals and consents that, 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 of, registration or filing with, or any other action by, any Governmental AuthorityAuthority (including any HMO Regulator or Insurance Regulator), except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any Requirement of Law (including Regulation U or X of the Board or any HMO Regulation or Insurance Regulation) applicable law or regulation or the charter, by-laws or other organizational documents of to the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Subsidiaries, (c) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions Financing ------------------------------------ Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and or (ii) routine corporate filings to maintain the good standing of Holdings, CAIS, Inc. and recordings in respect of the Liens created pursuant to the Security DocumentsSubsidiaries, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower Holdings, CAIS, Inc. or any of its the Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower Holdings, CAIS, Inc. or any of its the Subsidiaries or their assets, or give rise to a right thereunder to require any payment (other than the payments required to be made under the Loan Documents) to be made by any such PersonHoldings, and (d) except for the Liens created pursuant to the Security DocumentsCAIS, will not result in the creation or imposition of any Lien on any asset of the Borrower Inc. or any of its the Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) as expressly contemplated by the Reorganization Plan Documents, and such as have been or will be obtained or made and are in full force and effect and (ii) except for filings and recordings in respect of the or registrations necessary to perfect Liens created pursuant to the Security Loan Documents, (b) 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 constitutional or organizational documents of the Borrower Parent or any of its Material Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate in any material respect or result in a default in any material respect under any indenture, material agreement or other material instrument binding upon the Borrower Parent or any of its Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Parent or any such Personof its Material Subsidiaries, and (d) 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 Parent or any of its Material Subsidiaries, other than Liens created under the Loan Documents and under the Senior Secured Notes Indenture.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other Person, except for (i) such as have been or will be obtained or made and are in full force and effect and except the parties acknowledge that the EUR Obligors do not need to file in the Commercial Register (ii) filings and recordings Handelsregister), except as provided in respect of the Liens created pursuant to the Security DocumentsSection 5.09(f), (b) will not violate any applicable law or regulation purporting to govern the relevant Loan Document or the charter, by-laws or other organizational documents of the Borrower Borrowers or any of its their Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, material agreement or other material instrument binding upon the Borrower Borrowers or any of its their Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Borrowers or any such Personof their Subsidiaries, and (d) 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 Borrowers or any of its their Subsidiaries, except as created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect or as to which the failure to be made or obtained and to be in full force and effect would not result in a Material Adverse Effect, (ii) filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security DocumentsCollateral Agreement and (iii) filings of periodic reports with the Securities and Exchange Commission, (b) will not violate any applicable law or material regulation or the charter, by-laws or other organizational documents of the Borrower Holdings or any of its Subsidiaries Subsidiary or any material order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in under any material respect under provision of any indenture, agreement or other instrument binding upon the Borrower Holdings or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Holdings or any such PersonSubsidiary, and (d) 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 Holdings or any of its Subsidiaries, except Liens created under the Collateral Agreement.

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 for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) 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 Obligor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any (i) indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries Obligor or assets, or give rise to a right thereunder to require any payment to be made by any such PersonPerson or (ii) any Underlying Instrument, and (d) 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 SubsidiariesObligor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, or registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, or registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organization Documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the except for filings, registrations or Perfection Requirements necessary to perfect Liens created pursuant to the Security Loan Documents, (b) 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 material order of any Governmental Authority (including binding upon the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Borrower or any of its Subsidiaries, (c) will not violate or result in a default in any material respect under any Exclusive License, indenture, material agreement or other material instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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 Subsidiaries, other than Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to hereto or the other Security Documents, (b) 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 Obligor or any order of any Governmental Authority (including the Investment Company Act of 1940, as amended from time to time, and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to hereto or the other Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesObligor.

Governmental Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (ix) information filings to be made in the ordinary course of business, which filings are not a condition to the Borrower’s performance under the Loan Documents and (y) such as have been or will be obtained or made and are in full force and effect and not subject to any appeals period, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-by laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (ciii) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Personthe Borrower, and (div) 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 Subsidiaries(other than Liens expressly permitted by Section 7.2).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, with or any other action by, by any Governmental Authority, except for (i) such as those that have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any (i) applicable law or regulation or any order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of the Borrower Parent or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Subsidiaries, (c) will not violate or result (alone or with notice or lapse of time, or both) in a default in any material respect under any indenture, indenture or other material agreement or other instrument binding upon the Borrower Parent or any of its the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Parent or any such Person, of the Subsidiaries thereunder and (d) except for the Liens created pursuant to under the Security Loan Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its the Material Subsidiaries, except, in the case of clauses (a), (b)(i) and (c) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require require, with respect to the Company, any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been (or will be be) obtained or made and are (or will be) in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentseffect, (b) will not violate violate, with respect to the Company, any applicable law or regulation binding upon the Company or any of its Material Subsidiaries or the charter, by-laws or other organizational documents of the Borrower Company or any of its Subsidiaries or any order of any Governmental Authority (including binding upon the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)or any of its Subsidiaries, (c) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon the Borrower Company or any of its Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any such Personof its Subsidiaries, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any material asset of the Borrower Company or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the Security Documents, (b) 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 other Obligor or any order of any Governmental Authority (including applicable to the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Borrower or any other Obligor, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien (other than Liens permitted by Section 6.02) on any asset of the Borrower or any of its Subsidiariesother Obligor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been (or prior to the Effective Date will be be) obtained or made and are in full force and effect and (ii) except filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Loan Documents, (b) will not violate any applicable law or regulation or order of any Governmental Authority (except where such violation has not resulted, and would not reasonably be expected to result in, a Material Adverse Effect) or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Subsidiaries, (c) will not violate or result in a default in any material respect under any indenture, indenture or any other material agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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 Subsidiaries, except Liens created under the Loan Documents or otherwise permitted under Section 6.02.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for such (i) such as have been (or prior to the Effective Date will be be) obtained or made and are in full force and effect and effect, (ii) filings as may be required from time to time by the SEC in connection with the Transactions, and recordings (iii) those required in respect the ordinary course of business of the Liens created pursuant Borrower and its Subsidiaries in order to comply with the Security Documentsrequirements of applicable Law, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, material agreement or other material instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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 Subsidiaries, except any Liens as may be created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentshereto, (b) 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 Obligor or any order of any Governmental Authority (including the Investment Company Act of 1940, as amended from time to time, and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documentshereto, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its 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 for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organization Documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentshereto, (b) 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 Obligor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documentshereto, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesObligor (other than any Permitted Lien).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and or (ii) filings and recordings where the failure to obtain such consent or approval or make such registration or filing, individually or in respect of the Liens created pursuant aggregate, would not reasonably be expected to the Security Documentsresult in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower Borrower, the Company or any of its the Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon the Borrower Borrower, the Company or any of its the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower, the Company or any such Personof the Subsidiaries (other than under the Existing Credit Agreement), and (d) 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 Borrower, the Company or any of its the Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) except for filings and or recordings in respect that may be necessary to perfect, or maintain the perfection of the Liens security interests created pursuant to by the Security DocumentsCollateral Documents (as defined in SECTION 6.2(f)), (b) will not violate any applicable law or regulation (including Regulations T, U or X) or the charter, by-laws or other organizational documents of the Borrower Borrowers or any of its Subsidiaries or any order order, writ, judgment, injunction, decree or permit of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower Borrowers or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrowers or any such Personof their Subsidiaries, and (d) 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 Borrowers or any of its Subsidiariestheir Subsidiaries except for those Liens created by the Collateral Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) filings and registrations necessary to perfect the Liens on the Collateral, if any, granted by the Borrower in favor of the Administrative Agent for the benefit of the Secured Parties and (ii) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentseffect, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, material agreement or other material instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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 Subsidiaries, other than Liens securing the Obligations.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Credit Documents (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable) and (ii) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentseffect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Revolving Credit Agreement -------------------------- Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, Person and (d) except for the Liens created granted pursuant to the Security DocumentsCredit Documents and the Orders, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower of this Agreement (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, including, without limitation, HMO Regulators and Insurance Regulators, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentseffect, (b) will not violate any applicable law or regulation applicable to the Borrower or any Subsidiary, including, without limitation, HMO Regulations and Insurance Regulations, or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries Subsidiary or any order of any Governmental Authority (including the Investment Company Act Authority, including, without limitation, HMO Regulations and the rules, regulations and orders issued by the SEC thereunder)Insurance Regulations, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of Subsidiary or its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary, except for such Personviolations and defaults that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesSubsidiary (other than Liens permitted under Section 7.03).

Governmental Approvals; No Conflicts. The Transactions (a) ), solely with respect to the Borrower and its Subsidiaries, do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect or waived, actions and (ii) filings necessary to perfect Liens in the Collateral, the filing of this Agreement and recordings in respect of one or more other Loan Documents with the Liens created pursuant to the Security DocumentsSecurities and Exchange Commission on form 8-K, (b) 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 (including applicable to the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Borrower or any of its Subsidiaries, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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 Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, performance and delivery of the Loan Documents by the Borrower and the Subsidiary Guarantors: (a) do not require any consent or approval of of, registration or filing with, with (other than the inclusion of this Agreement as an exhibit to routine filings under the 1934 Act or any other action by, by any Governmental Authority, Authority except for (i) such as consents, approvals, registrations and filings which have already been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentsmade, (b) will not violate any applicable law or regulation or the charter, by-–laws or other organizational documents of the Borrower or any of its the Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate in any material respect or result in a material default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of the Subsidiaries, or its Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof the Subsidiaries, and (d) 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 the Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to hereto or the other Security Documents, (b) 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 Obligor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to hereto or the other Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesObligor (other than Permitted Encumbrances).

Governmental Approvals; No Conflicts. The Transactions Transactions, the Guaranties and the other Loan Documents (a) do not require any consent or approval of of, registration or filing (other than financing statements) with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created except for other obligations to be completed pursuant to the Security DocumentsSection 5.11 hereof, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries (except for payments made pursuant to and in connection with this Agreement, the Guaranties, and the other Loan Documents), and (d) 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 Subsidiaries, except for the Liens created by the Collateral Documents.” (c) Article III of the Credit Agreement is hereby amended to add the following Section 3.12 thereto:

Governmental Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any applicable Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the Security Documents, (b) 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 other Obligor or any order of any Governmental Authority (including applicable to the Investment Company Act and the rulesBorrower or any other Obligor, regulations and orders issued by the SEC thereunder)or their respective property, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries other Obligor or their respective assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien (other than Liens permitted by Section 6.02) on any asset of the Borrower or any of its Subsidiariesother Obligor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, and (iii) of which the failure to obtain could not reasonably be expected to have a Material Adverse Effect, (b) 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 other Obligors, as applicable, or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries other Obligor, as applicable, or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any other Obligors, except in the cases of its Subsidiariesthe foregoing clauses (b) and (c), as 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 AuthorityApprovals, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings or, in respect the case of the Liens created pursuant to Purchase Agreement, as are provided for in the Security DocumentsPurchase Agreement, (b) will not violate any applicable law or regulation Governmental Rule or the charter, by-laws or other organizational documents of the Borrower Obligor or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Subsidiaries, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower Obligor or any of its Subsidiaries or assets, its or any such Subsidiary's Property or give rise to a right thereunder under any such indenture, agreement or other instrument to require any payment to be made by the Obligor or any such Person, of its Subsidiaries and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset Property of the Borrower Obligor or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentseffect, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Liens created by the Credit Documents) on any asset of the Borrower or any of its Subsidiaries, except in the cases of clauses (a), (b) and (c), where the failure to so obtain or such violation, individually or in the aggregate, 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 of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have the approval of the ACC, which has been or will be obtained or made and are is in full force and effect and except filings necessary to perfect Liens created under the Loan Documents (ii) filings and recordings other than the Lien of the Second Indenture, in respect of the Liens created pursuant to the Security Documentswhich all requisite filings have been made), (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Consolidated Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Consolidated Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Consolidated Subsidiaries, and (d) 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 Consolidated Subsidiaries, except Liens created under the Loan Documents or under the Second Indenture.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) 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 its Subsidiaries or any material order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not not, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental AuthorityAuthority as a condition to the effectiveness, enforceability or performance thereof, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) except for filings and recordings in respect of the necessary to perfect Liens created pursuant to the Security Credit Documents, (b) will not violate (i) in any material respect any applicable law or regulation or any order of any Governmental Authority or (ii) the charter, by-laws laws, memorandum and articles of association or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Subsidiaries, (c) will not violate in any material respect or result in a default in under any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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 SubsidiariesSubsidiaries except Liens created under the Credit Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have the approval of the ACC, which has been or will be obtained or made and are is in full force and effect effect, and except filings necessary to perfect Liens created under the Loan Documents (ii) filings and recordings other than the Lien of the Second Indenture, in respect of the Liens created pursuant to the Security Documentswhich all requisite filings have been made), (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Consolidated Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Consolidated Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Consolidated Subsidiaries, and (d) 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 Consolidated Subsidiaries, except Liens created under the Loan Documents or under the Second Indenture.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) except filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower Company or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any such Personof its Subsidiaries, except with respect to indentures, agreements or other instruments governing Indebtedness which will be permanently repaid in full, and all other amounts owing under which will be paid in full, with the proceeds of, and substantially at the same time as, the initial Borrowings hereunder, and (d) 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 Company or any of its Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Excluding any such action required to be taken by the Lenders, the Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, by any Governmental Authority, Authority except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentseffect, (b) will not violate (i) any applicable law or regulation or regulation, (ii) the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries Subsidiary or (iii) any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of Subsidiary or its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such PersonSubsidiary, and (d) 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 SubsidiariesSubsidiary except in each case under clauses (a), (b), (c) or (d), as 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 of, registration or filing with, or any other action by, any applicable Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the Security Documents, (b) 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 other Obligor or any order of any Governmental Authority (including applicable to the Investment Company Act and the rulesBorrower or any other Obligor, regulations and orders issued by the SEC thereunder)or their respective property, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries orother Obligor, as applicable, or assets, or give rise to a right thereunder to require any payment to be made by any such Person, in each case, except as could not reasonably be expected to have a Material Adverse Effect, and (d) except for the Liens created pursuant to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien (other than Liens permitted by Section 6.02) on any asset of the Borrower or any of its Subsidiariesother Obligor.

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 for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents documentsConstituent Documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and except those set forth on Schedule 3.03 (iithe failure of which to be obtained could not reasonably be expected to result in a Material Adverse Effect) and filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Loan Documents, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, or any material agreement or other material instrument binding upon the Borrower or any of its Subsidiaries Subsi diaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) except filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Loan Documents, (b) do not and will not violate any applicable law or regulation or order of any Governmental Authority (except where such violation has not resulted, and would not reasonably be expected to result in, a Material Adverse Effect) or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Subsidiaries, (c) do not and will not violate or result in a default in any material respect under any indenture, indenture or any other material agreement or other instrument binding upon the Borrower or any of its the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof the Subsidiaries, and (d) except for the Liens created pursuant to the Security Documents, do not and will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its the Subsidiaries, except Liens created under the Loan Documents or otherwise permitted under Article VI.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any applicable Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the Security Documents, (b) 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 other Obligor or any order of any Governmental Authority (including applicable to the Investment Company Act and the rulesBorrower or any other Obligor, regulations and orders issued by the SEC thereunder)or their respective property, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries other Obligor, as applicable, or assets, or give rise to a right thereunder to require any payment to be made by any such Person, in each case, except as could not reasonably be expected to have a Material Adverse Effect, and (d) except for the Liens created pursuant to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien (other than Liens permitted by Section 6.02) on any asset of the Borrower or any of its Subsidiariesother Obligor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the Security Documents, (b) 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 its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, Person and (d) except for the Liens created pursuant to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the chartercertificate of formation, by-laws limited liability company agreement or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) 00000000.0.XXXXXXXX do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant hereto or to the other Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organization Documents of the Borrower or any of its Subsidiaries Obligor or any order of any Governmental Authority (including the Investment Company Act of 1940, as amended from time to time, and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant hereto or to the other Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesObligor.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to hereto or under the other Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws laws, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any of its Subsidiaries Obligor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to hereto or under the other Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesObligor (other than Permitted Liens).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, subject to the accuracy of the representations of the Lenders in Section 2.03 of the Warrant Agreement, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentshereto, (b) will not violate any applicable law or regulation in any material respect or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries such Obligor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower such Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documentshereto, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiariessuch Obligor.

Governmental Approvals; No Conflicts. The Transactions ------------------------------------ (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentseffect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower Company or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any such Personof its Subsidiaries (other than in respect of Existing Indebtedness (as defined in the Credit Agreement) that is repaid on the Closing), and (d) 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 Company or any of its Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions transactions contemplated by this Agreement and the Loan Documents (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentseffect, (b) do not require the consent of any other Person (including, without limitation, any stockholder, trustee or holder of Indebtedness), (c) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (cd) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Borrower or any such Personof its Subsidiaries, and (de) 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 Subsidiaries.. 37 [Participation and Loan and Security Agreement]

Governmental Approvals; No Conflicts. The Transactions (a) ------------------------------------- do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and except those set forth on Schedule 3.03 (iithe failure of which to be obtained could not reasonably be expected to result in a Material Adverse Effect) and filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Loan Documents, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, or any material agreement or other material instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof its Subsidiaries, and (d) 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, 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 for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.. 99

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentshereto, (b) 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 Obligor or any order of any Governmental Authority (including the Investment Company Act of 1940, as amended from time to time, and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documentshereto, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesObligor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) except filings and recordings in respect of the reasonably necessary to perfect Liens created pursuant to the Security Documents to the extent required by the Security Documents, (b) will not violate any applicable law or regulation or the charterOrganizational Document of Holdings, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Subsidiary, (c) will not violate any Requirement of Law applicable to Holdings, the Borrower or any Subsidiary, (d) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon Holdings, the Borrower or any of its Subsidiaries Subsidiary or their respective assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any such PersonSubsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (de) 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 Holdings, the Borrower or any of its SubsidiariesSubsidiary, except Liens pursuant to the Security Documents to the extent required by the Security Documents and Liens under the First-Lien Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect or as to which the failure to be made or obtained and to be in full force and effect would not result in a Material Adverse Effect, (ii) filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security DocumentsCollateral Agreement and (iii) filings of periodic reports with the Securities and Exchange Commission, (b) will not violate any applicable law or material regulation or the charter, by-laws or other organizational documents of the Borrower Holdings or any of its Subsidiaries Subsidiary or any material order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in under any material respect under provision of any indenture, agreement or other instrument binding upon the Borrower Holdings or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Holdings or any such PersonSubsidiary, and (d) 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 Holdings or any of its Subsidiaries, except Liens created under the Credit Agreement.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the Security Documents, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.. 80 Revolving Credit Agreement

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents and (ii) filings and recordings those which could not reasonably be expected to result in respect of the Liens created pursuant to the Security Documents, a Material Adverse Effect (b) will not violate any material applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Borrower Borrowers or any of its their Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, material agreement or other material instrument binding upon Holdings, the Borrower Borrowers or any of its their Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrowers or any such Personof their Subsidiaries, and (d) 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 Holdings, the Borrower Borrowers or any of its their Subsidiaries, 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 for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organization Documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Liens permitted by Section 6.02) on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement, and the granting of the Liens contemplated hereunder, (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, Authority except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to hereto or the other Security Documents, (b) 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 Obligor or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, Person and (d) except for the Liens created pursuant to hereto or the other Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its SubsidiariesObligor (other than any Permitted Encumbrances).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) 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 (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) subject to the repayment of all of the Borrower's obligations under the 1997 Credit Agreement, will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect or filings to be made with the Securities and Exchange Commission in connection with the Transactions and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any Requirement of Law applicable law or regulation or to the charter, by-laws or other organizational documents of the Borrower Company or any of its Subsidiaries or (other than any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunderImmaterial Subsidiaries), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries) or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been (or prior to the Effective Date will be be) obtained or made and are in full force and effect and (ii) except filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Loan Documents, (b) will not violate any applicable law or regulation or order of any Governmental Authority (except where such violation has not resulted, and would not reasonably be expected to result in, a Material Adverse Effect) or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Subsidiaries, (c) will not violate or result in a default in any material respect under any indenture, indenture or any other material agreement or other instrument binding upon the Borrower or any of its the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Personof the Subsidiaries, and (d) 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 the Subsidiaries, except Liens created under the Loan Documents or otherwise permitted under Section 6.02.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) except filings and recordings in respect of the necessary to perfect Liens created pursuant to under the Security Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower Company or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)Authority, (c) will not violate or result in a default in any material respect under any indentureindenture (including, without limitation, the Existing Indentures), agreement or other instrument binding upon the Borrower Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any such Personof its Subsidiaries, and (d) 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 Company or any of its Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of of, registration or filing with, or any other action by, any Governmental Authority, except for (i) the filing of financing statements and other documents contemplated by Section 3.6 (and appropriate amendments and continuations of financing statements that may be required under the Code to maintain the perfection and priority of the Liens of the Agent on the Collateral) and (ii) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documentseffect, (b) will not violate any applicable law or regulation Requirements of Law or the charter, by-laws or other organizational documents Organizational Documents of the Borrower Parent or any of its Subsidiaries Subsidiary thereof or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder)applicable to any of them, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower Parent or any of Subsidiary thereof or its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Personof them, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset Property of Parent of any Subsidiary (other than Liens in favor of the Borrower or any of its SubsidiariesAgent).

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 for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents documentsOrganization Documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.. (82)