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 (A) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and effect, (Bii) for filings necessary to perfect Liens created pursuant to the Loan Documents or (iii) those approvalsthat individually or in the aggregate, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Subsidiaries, which individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectDocuments.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents to which each Loan Party is party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, Party and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions transactions to be entered into contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, (ii) for those which could not be reasonably be expected to have a Material Adverse Effect, and (Biii) those approvalsfor filings and recordings necessary to perfect Liens created under the Loan Documents, consents(b) will not violate any Applicable Law or regulation or the Charter Documents of any Loan Party or any order of any Governmental Authority, registrations or other actions or filings, the failure of except for such violation which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its their respective assets, except for such violation or default which could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty in excess of $5,000,000, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to Party, except Liens created under the Loan Documents and Liens or otherwise permitted by Section 6.02); except with respect to any violation hereby or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effectthereby.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other third party, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except filings necessary to perfect Liens created under the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) the Organizational Documents of Holdings or any applicable law or regulation or order of any Governmental Authority other Loan Party, or (ii) the charter, by-laws any Requirements of Law applicable to Holdings or other organizational documents of any Loan PartyRestricted Subsidiary, (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument binding upon Holdings or any Loan Party other Restricted Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, any Loan PartyBorrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will not result in the creation or imposition of any Lien on any material asset of Holdings, any Loan Party (other than pursuant to Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents Documents, except (in the case of each of clauses (a), (b)(ii) and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c)) above, to the extent that the failure to obtain or make such violation consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution and delivery of each Loan Document by each Loan Party party thereto and performance thereof: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (Bexcept for (i) any reports required to be filed by the Borrower with the SEC pursuant to the Exchange Act or (ii) those approvals, consents, registrations or other actions or filings, that may be required from time to time in the failure ordinary course of which business that may be required to obtain or make could not reasonably be expected to have a Material Adverse Effectcomply with certain covenants contained in the Loan Documents), (b) will not violate the charter or by-laws (ior equivalent organizational documents) of the Borrower or of any other Loan Party, (c) will not violate any applicable law (including ERISA and Environmental Laws) or regulation or any order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to which any Loan PartyParty is subject, and (cd) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any other Loan Party or its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan Partyof its Subsidiaries, except in the case of clauses (a), (c) and (d) will not result above for any such violations or defaults that, individually or in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) aboveaggregate, to the extent that such violation or default could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and effect, (B) those approvals, consents, for filings and registrations or other actions or filings, necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably Loan Documents and (C) for filings in connection with consummating the Merger and filings as may be expected to have a Material Adverse Effectrequired under the Exchange Act and applicable stock exchange rules in connection therewith, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of the Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its any of the Restricted Subsidiaries or their respective assets, or (except for the Merger Consideration and the Existing Debt Refinancing ) give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of the Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)Documents; except with respect to any violation or default referred to except, in clause the case of each of clauses (b)(ia) or through (cd) above, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and except for (Bi) filings necessary to perfect Liens created pursuant to the Loan Documents, and (ii) those approvalsthird party approvals or consents which, consentsif not made or obtained, registrations would not cause a Default hereunder or other actions or filings, do not have an adverse effect on the failure enforceability of which to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Loan Documents, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyParty or (iii) any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon any Loan Party or its assetsParty, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to Liens created by the Loan Documents and Liens permitted by Section 6.02); Documents) except with respect to any violation or default referred to in clause clauses (a) and (b)(i) or (c) above, to the extent that such violation or default above as could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Except as set forth in Schedule 3.03 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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) except those approvals, consents, registrations that are required or other actions or filingspermitted to be obtained following consummation of the Transactions, the failure absence of which to obtain individually or make could in the aggregate are not reasonably be expected likely to have result in a Material Adverse EffectEffect and filings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) any Requirement of Law applicable law to the Borrower or regulation or order any of any Governmental Authority or (ii) the charterSubsidiaries, by-laws or other organizational documents of any Loan Partyas applicable, (c) will not violate or result in a default under any indenture, indenture or other material agreement or other instrument binding upon the Borrower or any Loan Party of the Subsidiaries or its any of their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan Partyof the Subsidiaries or give rise to a right of, and or result in, termination, cancellation or acceleration of any material obligation thereunder, (d) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any Loan Party (other than pursuant to of the Subsidiaries, except Liens created under the Loan Documents and Liens permitted by Section 6.02); except with respect to (e) will not violate any violation judgment, order, decree or default referred to in clause (b)(i) injunction that is binding upon any Loan Party or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effectany of their respective properties.

Governmental Approvals; No Conflicts. The Refinancing Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, for filings and registrations or other actions or filings, necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of the Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its any of the Restricted Subsidiaries or their respective assets, or (except for the Refinancing Transactions) give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of the Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)Documents; except with respect to any violation or default referred to except, in clause the case of each of clauses (b)(ia) or through (cd) above, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (BC) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of their respective Subsidiaries, (ic) any applicable law or regulation or order of any Governmental Authority or (ii) will not violate the charter, by-laws bylaws or other organizational documents of any Loan PartyParty or any of their respective Restricted Subsidiaries, (cd) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assetsany of their respective Restricted Subsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of their respective Restricted Subsidiaries, and (de) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of their respective Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and, in the case of each of clauses (a), (b), (d) and Liens permitted by Section 6.02(e); , except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could 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 Authority, except for (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (BC) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, Party and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not not, on the part of any Loan Party or any of its Subsidiaries, require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law to any Loan Party or regulation any of its Subsidiaries or any order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assetsunder, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries under, (i) any indenture or loan agreement, in each case, evidencing Indebtedness in excess of $2 million, (ii) any Swap Agreement or (iii) any other material agreement, in each case which is binding upon any Loan Party or any of its Subsidiaries or its assets, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02Documents, in each case of clauses (a); except with respect to any violation or default referred to in clause , (b)(ib) or (c) abovec)(iii), to the extent that such violation or default could except as would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions and the execution and delivery of this Agreement by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) such as have been, or will be by the approvalstime required, consents, registrations, actions and filings which have been duly obtained, taken, given obtained or made and are are, or will be by the time required, in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effecteffect, (b) will not violate (i) any applicable law or regulation or order the Organizational Documents of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyBorrower, (c) will not violate any Requirement of Law applicable to the Borrower, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Loan Party Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan PartySubsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any Loan Party (other than pursuant to the Loan Documents and Subsidiary, except Liens permitted by Section 6.02); except with respect to any violation or default referred to , except, in clause (b)(i) or the case of clauses (c) aboveand (d), to the extent that for any such violation violations, defaults or default could rights that, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions This Amendment (a) do does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (Bexcept for any such consent, approval, registration or filing, or any other action, referred to in this clause (i) those approvals, consents, registrations or other actions or filings, the failure absence of which to obtain or make could not reasonably be expected to have a Material Adverse Effect) or (ii) filings necessary to perfect Liens created pursuant to the Loan Documents (after giving effect to this Amendment), (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Subsidiaries, except Liens created pursuant to the Loan Documents (in the case of clauses (b) (other than as it relates to the Certificate of Incorporation and Liens permitted by Section 6.02); except with respect to any violation Bylaws or default referred to in clause (b)(iother organizational documents of a Loan Party) or (c) above), to the extent that such violation or default could which would not reasonably be expected to have a Material Adverse Effect).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Amendment by each Loan Party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvalsexcept for any such consent, consentsapproval, registrations registration or filing, or any other actions or filingsaction, referred to in this clause the failure absence of which to obtain or make could not reasonably be expected to have a Material Adverse Effect), (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to (in the case of clause (b)(ib) (other than as clause (b) relates to the Certificate of Incorporation and Bylaws or other organizational documents of a Loan Party) or (c) above), to the extent that such violation or default could which would not reasonably be expected to have a Material Adverse Effect).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (BC) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents (other than during a Collateral Suspension Period) and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation regulation, the violation of which would reasonably be expected to have a Material Adverse Effect, or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of the Borrowers or any other applicable Loan PartyParty or any order of any Governmental Authority, the violation of which would reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrowers or any other Loan Party or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrowers or any other Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of the Borrowers or any other Loan Party (other than pursuant to Party, except Liens created under the Loan Documents Documents, Permitted Encumbrances and Liens permitted by under Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which those as have been duly obtained, taken, given obtained or made and are in full force and effect and (Bii) those approvals, consents, registrations or other actions or filings, recordings and filings in connection with the failure of which Liens granted to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Administrative Agent under the Security Documents, (b) will not violate (i) any material Requirements of Law applicable law to the Borrowers or regulation any of their Subsidiaries or any judgment, order or ruling of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyAuthority, (c) will not violate or result in a breach or default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, Material Agreement or give rise to a right thereunder to require any payment to be made by the Borrowers or any Loan Partyof their Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of the Borrowers or any of their Subsidiaries, except Liens (if any) created under the Loan Documents and (e) will not conflict with, result in a breach of or constitute a default under the articles of incorporation, by‑laws or other organizational documents of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to or any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectSubsidiary thereof.

Governmental Approvals; No Conflicts. The Transactions and the execution and delivery of this Agreement by each Loan Party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) such as have been, or will be by the approvalstime required, consents, registrations, actions and filings which have been duly obtained, taken, given obtained or made and are are, or will be by the time required, in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effecteffect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents Organizational Documents of any Loan Party, (c) will not violate any Requirement of Law applicable to the Borrower, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Loan Party Restricted Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan PartyRestricted Subsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any Loan Party (other than pursuant to the Loan Documents and Restricted Subsidiary, except Liens permitted by Section 6.02); except with respect to any violation or default referred to , except, in clause (b)(i) or the case of clauses (c) aboveand (d), to the extent that for any such violation violations, defaults or default could rights that, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those consents, approvals, consentsregistrations, registrations filings, or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority Law or (ii) the charter, by-laws or other organizational documents of the Borrower or any Loan Partyof its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Loan Party 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 Loan Partyof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any Loan Party of its Subsidiaries (other than pursuant to the Loan Documents and Liens permitted by Section 6.026.2); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions This Amendment (a) do does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect or will be obtained and will be in full force and effect as of the Restructuring Effective Date (Bexcept for any such consent, approval, registration or filing, or any other action, referred to in this clause (i) those approvals, consents, registrations or other actions or filings, the failure absence of which to obtain or make could not reasonably be expected to have a Material Adverse Effect) or (ii) filings necessary to perfect Liens created pursuant to the Loan Documents (after giving effect to this Amendment and the Restructuring), (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Subsidiaries, except Liens created pursuant to the Loan Documents (in the case of clauses (b) (other than as it relates to the Certificate of Incorporation and Liens permitted by Section 6.02); except with respect to any violation Bylaws or default referred to in clause (b)(iother organizational documents of a Loan Party) or (c) above), to the extent that such violation or default could which would not reasonably be expected to have a Material Adverse Effect).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, except for filings necessary to perfect Liens created pursuant to the Loan Documents and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably Term Loan Security Documents and except for filings in connection with consummating the Acquisition and filings as may be expected to have a Material Adverse Effectrequired under the Exchange Act and applicable stock exchange rules in connection therewith, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its assets, Subsidiaries or give rise to a right thereunder to require any payment to be made by any Loan Party, its assets and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)the Term Loan Security Documents; except except, in each case other than with respect to any violation or default referred to in clause (b)(i) or (c) abovethe creation of Liens, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) to the actual knowledge of the respective Credit Parties, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, which shall be completed at the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effectappropriate time for such filings under applicable securities laws, (b) to the actual knowledge of the respective Credit Parties, will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyCredit Party or any of the Borrower’s Subsidiaries or any order of any Governmental Authority, except where such violation could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Credit Party or any of the Borrower’s Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyCredit Party or any of the Borrower’s Subsidiaries, except where such violation could not reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Credit Party (other than pursuant to or any of the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectBorrower’s Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution and delivery of each Loan Document by each Loan Party party thereto and performance thereof: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (Biii) those for consents, approvals, consentsregistrations, registrations filings or other actions or filingsactions, the failure of which to obtain or make could would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate (i) any applicable law Law or regulation or order of any Governmental Authority or regulation, (ii) in any material respect, the charter, by-laws or other organizational or constitutional documents of such Loan Party or (iii) any order of any Governmental Authority binding on such Loan Party, Party and (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any such Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by such Loan Party or any Loan Partyof its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant except to the Loan Documents and Liens permitted by Section 6.02); except with respect to any extent such violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default above could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which those as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, where the failure of which to obtain do so, individually or make in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) to the Borrower's knowledge, will not violate (i) any applicable law or regulation or any order of any Governmental Authority or (ii) Authority, and will not violate the charter, by-laws or other organizational documents of the Borrower or any Loan Partyof its Subsidiaries, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon on the Borrower or any Loan Party of its Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan Partyof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any Loan Party of its Subsidiaries, except Liens (other than pursuant to if any) created under the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectDocuments.

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 (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (Bii) those approvals, consents, for filings and registrations or other actions or filings, necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of the Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its any of the Restricted Subsidiaries or their respective assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of the Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)Documents; except with respect to any violation or default referred to except, in clause the case of each of clauses (b)(ia) or through (cd) above, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, Party and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions transactions to be entered into contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and effect, (Bii) for those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, and (iii) for filings and recordings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyParty or any order of any Governmental Authority, except for such violation which could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or their respective assets, except for such violation or default which could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to Party, except Liens created under the Loan Documents and Liens or otherwise permitted by Section 6.02); except with respect to any violation hereby or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effectthereby.

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 (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created pursuant to the Loan Documents and (Biii) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any Subsidiary, except as could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assetsany Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries in any material respect, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any Subsidiary, except Liens created pursuant to the Loan Documents and Liens or otherwise permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effecthereunder.

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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, except for filings necessary to perfect Liens created pursuant to the Loan Documents and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably ABL Security Documents and except for filings in connection with consummating the Acquisition and filings as may be expected to have a Material Adverse Effectrequired under the Exchange Act and applicable stock exchange rules in connection therewith, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)the ABL Security Documents; except except, in each case other than with respect to any violation or default referred to in clause (b)(i) or (c) abovethe creation of Liens, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The As of the Effective Date, 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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, Loan Documents; (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan Party, Party or any of the Subsidiaries; (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument binding upon any Loan Party or any of the Subsidiaries or its assets, or give rise to a right thereunder under any such indenture, agreement or instrument (other than a Loan Document) to require any payment to be made by any Loan Party, Party or any of the Subsidiaries; and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Subsidiaries, except Liens created or permitted pursuant to the Loan Documents and Liens permitted by Section 6.02); Documents, except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that any such violation failure to make or obtain, or any such violation, default or payment, in each case referred to in clauses (a) through (c), individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which those as have been duly obtained, taken, given obtained or made and are in full force and effect and (Bii) those approvals, consents, registrations or other actions or filings, filings necessary to perfect and maintain the failure perfection of which to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Liens created by the Collateral Documents, (b) will not violate (i) the Organization Documents of any Loan Party or any Law applicable law to the Parent or regulation any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyAuthority, (c) will not violate or result in a default under (i) any indenture, agreement or other instrument binding upon evidencing borrowed money Indebtedness of any of the Loan Party Parties and their Subsidiaries or its assets(ii) without duplication to the foregoing clause (c)(i), or give rise to any agreement disclosed in the Parent’s public filings with the SEC as a right thereunder to require any payment to be made by any Loan Party, “Material Definitive Agreement” and (d) will not result in the creation or imposition of any Lien on any material asset of the Parent or any Loan Party of its Subsidiaries, except Liens (other than pursuant to if any) created under the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectDocuments.

Governmental Approvals; No Conflicts. The Transactions (a) do not require notrequire any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityGovernmentalAuthority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (Bii) those approvals, consents, forfilings and registrations or other actions or filings, necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) notviolate any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of the Restricted Subsidiaries, (c) will c)will not violate or result in a default under any indenture, agreement or other instrument binding upon any uponany Loan Party or its any of the Restricted Subsidiaries or their respective assets, or give rise to a right thereunder rightthereunder to require any payment to be made by any Loan Party, Party or any of the Restricted Subsidiaries,and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any ofthe Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)Documents; except with respect to any violation or default referred to except, in clause the case ofeach of clauses (b)(ia) or through (cd) above, to the extent that any such violation violation, default or default could right, or any failureto obtain such consent or approval or to take any such action, would not reasonably be expected to have resultin a Material Adverse Effect.SECTION 3.04

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Lessee of the Operative Documents to which the Lessee is a party (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) such as are not material or have been, or will be by the approvalstime required, consents, registrations, actions and filings which have been duly obtained, taken, given obtained or made and are are, or will be by the time required, in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effecteffect, (bii) will not violate (i) in any material respect any applicable material law or regulation or the charter, by-laws, constitution or other organizational documents of Lessee or any material order of any Governmental Authority binding upon Lessee or (ii) the charter, by-laws or other organizational documents of any Loan Partyits assets, (ciii) will not violate in any material respect or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Party the Lessee or its assets, or give rise to a right thereunder to require any payment to be made by the Lessee, except, in the case of this clause (iii), for any Loan Partysuch violations, defaults or rights that could not reasonably be expected to result in a Material Adverse Effect, and (div) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (the Lessee, other than pursuant Permitted Liens and requirements (if any) to provide cash collateral or deposits under any of the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectOperative Documents.

Governmental Approvals; No Conflicts. The Transactions transactions contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and effect; (Bii) for those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, ; and (iii) for filings and recordings necessary to perfect Liens created under the Loan Documents; (b) will not violate (i) any applicable law or regulation or the Organization Documents of any Loan Party or any order of any Governmental Authority or (ii) the charterAuthority, by-laws or other organizational documents of except for any Loan Party, such violation which would not reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under the Existing Revolving Credit Facility or any other indenture, agreement (including any Material Contract) or other instrument binding upon any Loan Party or its assets, assets or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, except for any such violation or default which would not reasonably be expected to have a Material Adverse Effect; and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to Party, except Liens created under the Loan Documents and Liens or otherwise permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effectthereby.

Governmental Approvals; No Conflicts. The Transactions and the execution and delivery of this Agreement by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) such as have been, or will be by the approvalstime required, consents, registrations, actions and filings which have been duly obtained, taken, given obtained or made and are are, or will be by the time required, in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effecteffect, (b) will not violate (i) any applicable law or regulation or order the Organizational Documents of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyBorrower, (c) will not violate any Requirement of Law applicable to the Borrower, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Loan Party Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan PartySubsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any Loan Party (other than pursuant to the Loan Documents and Subsidiary, except Liens permitted by Section 6.02); except with respect to any violation or default referred to , except, in clause (b)(i) or the case of clauses (c) aboveand (d), to for any such violations or defaults that, individually or in the extent that such violation or default aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office, (iv) filings in connection with the Assignment of Claims Act for the purpose of assigning to the Administrative Agent the right to receive payment directly from the United States government with respect to Accounts of the United States government and (Bv) those consents, approvals, consentsregistrations, registrations filings or other actions or filings, the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyParty or any order of any Governmental Authority, (c) will not violate or violate, result in a default or require any consent or approval under any applicable law or regulation, indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any material asset Property of any Loan Party (other than pursuant to Party, except Liens created under the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectPermitted Liens.

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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, for filings and registrations or other actions or filings, necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of the Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its any of the Restricted Subsidiaries or their respective assets, or (except for the Transactions) give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of the Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)Documents; except with respect to any violation or default referred to except, in clause the case of each of clauses (b)(ia) or through (cd) above, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not not, on the part of any Loan Party or any of its Subsidiaries, require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law to any Loan Party or regulation any of its Subsidiaries or any order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assetsunder, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries under, (i) any indenture or loan agreement, in each case, evidencing Indebtedness in excess of $1 million, (ii) any Swap Agreement or (iii) any other material agreement, in each case which is binding upon any Loan Party or any of its Subsidiaries or its assets, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02Documents, except, solely in the case of clauses (a); except with respect to any violation or default referred to in clause , (b)(ib) or (cc)(iii) abovehereof, to the extent that such violation or default as could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The performance by each Loan Party of its obligations under 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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effecteffect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, operating agreement, by-laws or other organizational documents of any Loan PartyParty or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or its assetsassets (as to any such violation or default to the extent it could result in a Material Adverse Effect), or give rise to a right thereunder to require any payment to be made by any Loan PartyParty (without limiting the foregoing, the Loan Parties represent and warrant that the incurrence of all Secured Obligations are permitted under the Second Lien Indenture), and (d) other than pursuant to the Collateral Documents and, subject to the First Lien Intercreditor Agreement, the ABL Loan Documents, the Second Lien Intercreditor Agreement and the Second Lien Documents, will not result in the creation or imposition of or other requirement to create, any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectParty.

Governmental Approvals; No Conflicts. The Transactions Guaranty (a) do does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effecteffect, (b) will not violate (i) any applicable law or regulation or order of regulation, (c) will not violate any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyGuarantor or any order of any Governmental Authority, (cd) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party Guarantor or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Partythe Guarantor, and (de) will not result in the creation or imposition of any Lien (other than the Liens on the Collateral granted by the Loan Parties under the Loan Documents) on any material asset of any Loan Party of the Parent or any of its Subsidiaries, except for, in the case of clause (other than pursuant a), those consents, approvals, negotiations, filings, or actions, the failure of which to obtain or make could not reasonably be expected to result in a Material Adverse Effect and, in the Loan Documents case of clauses (b) and Liens permitted by Section 6.02(d); except , with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions transactions contemplated by this Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (Bii) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation Law or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The As of the Effective Date, 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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, Loan Documents; (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan Party, Party or any of the Subsidiaries; (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument binding upon any Loan Party or any of the Subsidiaries or its assets, or give rise to a right thereunder under any such indenture, agreement or instrument (other than a Loan Document) to require any payment to be made by any Loan Party, Party or any of the Subsidiaries; and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Subsidiaries, except Liens created or permitted pursuant to the Loan Documents and Liens permitted by Section 6.02); Documents, except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that any such violation failure to make or obtain, or any such violation, default or payment, in each case referred to in clauses (a) through (d), individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. SECTION 3.04.

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 (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created pursuant to the Loan Documents and (Biii) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any Domestic Subsidiary, except as could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assetsany Domestic Subsidiary or the assets of any Loan Party or any Domestic Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Domestic Subsidiaries in any material respect, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any Domestic Subsidiary, except Liens created pursuant to the Loan Documents and Liens or otherwise permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effecthereunder.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which those as have been duly obtained, taken, given obtained or made and are in full force and effect and (Bii) those approvals, consents, registrations or other actions or filings, recordings and filings in connection with the failure of which Liens granted to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Administrative Agent under the Security Documents, (b) will not violate (i) any material Requirements of Law applicable law to the Borrowers or regulation any of their Subsidiaries or any judgment, order or ruling of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyAuthority, (c) will not violate or result in a breach or default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, Material Agreement or give rise to a right thereunder to require any payment to be made by the Borrowers or any Loan Partyof their Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of the Borrowers or any of their Subsidiaries, except Liens (if any) created under the Loan Documents and (e) will not conflict with, result in a breach of or constitute a default under the articles of incorporation, by-laws or other organizational documents of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to or any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectSubsidiary thereof.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent (except during a Collateral Suspension Period), (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (BC) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, Party and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents (other than during a Collateral Suspension Period) and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could 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, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents and enforce the rights of the Lenders and Secured Parties under the Loan Documents, and (Biii) those consents, approvals, consentsregistrations, registrations filings or other actions or filings, the failure of which to obtain or make could perform would not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority Authority, except to the extent such violation would not reasonably be expected to result in a Material Adverse Effect, or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or violate, result in a default (with due notice, lapse of grace period or both) or require any consent or approval under any indenture, agreement Applicable Law or other instrument with respect to Material Indebtedness and binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, except for violations, defaults or the creation of such rights that would not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any material asset Property of any Loan Party (other than pursuant to Party, except Liens created under the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectDocuments.

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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Restricted Subsidiaries, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Restricted Subsidiaries, except Permitted Liens or Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to Documents, except, in clause the case of clauses (b)(ia) or (c) aboveb), to the extent that the lack of such consent, approval, registration, filing or action, or the occurrence of such violation or default could default, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect or are immaterial, and (Bii) those approvals, consents, registrations or other actions or filings, any filings which are necessary to perfect the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effectsecurity interests created under the Collateral Documents, (b) will not violate (i) any applicable law or regulation or any order of any Governmental Authority or except as could not reasonably be expected to result in a Material Adverse Effect, (iic) will not violate the charter, by-laws or other organizational documents of the Company or any other Loan Party, (cd) will not violate or result in a default under any indenture, indenture or other agreement or other instrument binding upon the Company, any other Loan Party or its assetsany assets of any Loan Party, or give rise to a right thereunder to require any payment to be made by any Loan Partysuch Person, except, as could not reasonably be expected to result in a Material Adverse Effect, and (de) will not result in the creation or imposition of any Lien on any material asset of the Company or any Loan Party (of its Subsidiaries other than pursuant to the Loan Liens created under the Collateral Documents and Liens in favor of Collateral Agent on behalf of Secured Parties or otherwise as permitted by under Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect7.02.

Governmental Approvals; No Conflicts. (a) The Transactions (ai) do not require the Borrower or any Subsidiary to obtain or make any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvalsor that, consentsif not obtained or made, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, (bii) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, or any order of any Governmental Authority, except as to any law, regulation or order the violation of which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (ciii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Loan Party Significant Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan PartySignificant Subsidiary, except for any such violations, defaults or rights to require payment that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (div) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to a Permitted Encumbrance) on any asset of the Loan Documents and Liens permitted by Section 6.02); except with respect to Borrower or any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectSubsidiary.

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 (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (Bii) those approvals, consents, for filings and registrations or other actions or filings, necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of the Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its any of the Restricted Subsidiaries or their respective assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of the Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)Documents; except with respect to any violation or default referred to except, in clause the case of each of clauses (b)(ia) or through (cd) above, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.. --63-

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Amendment (a) do does not require any consent or approval of, registration notice to, or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and except for filings necessary to perfect Liens created under the Loan Documents, (Bb) those approvalswill not violate the charter, consentsby-laws, registrations operating agreement or other actions organizational documents of the Loan Parties, (c) will not violate any applicable law or filingsregulation or any applicable order of any Governmental Authority, except for such violation which individually or in the failure of which to obtain or make aggregate could not reasonably be expected to have a Material Adverse Effect, (bd) will not violate (i) violate, in any applicable law or regulation or order of any Governmental Authority or (ii) the chartermaterial respect, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a material default under any material indenture, agreement or other instrument binding upon any the Loan Party Parties or its assets, or give rise to a right thereunder to require any payment to be made by any a Loan Party, except for such violation, default or payment which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, and (de) will not result in the creation or imposition of any Lien on any material asset of any a Loan Party (other than pursuant to Party, except Liens permitted under the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectDocuments.

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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its assetsRestricted Subsidiaries or the 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 Loan PartyParty or any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)Documents; except except, in each case other than with respect to any violation or default referred to in clause (b)(i) or (c) abovethe creation of Liens, to the extent that any such violation violation, default or default right, or any failure to obtain such consent or approval or to take such action, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions Transaction (a) do does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (BC) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably -#PageNum#- be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Lessee of the Operative Documents to which the Lessee is a party (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) such as are not material or have been, or will be by the approvalstime required, consents, registrations, actions and filings which have been duly obtained, taken, given obtained or made and are are, or will be by the time required, in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effecteffect, (bii) will not violate (i) in any material respect any applicable material law or regulation or the charter, by-laws, constitution or other organizational documents of Lessee or any material order of any Governmental Authority binding upon Lessee or (ii) the charter, by-laws or other organizational documents of any Loan Partyits assets, (ciii) will not violate in any material respect or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Party the Lessee or its assets, or give rise to a right thereunder to require any payment to be made by the Lessee, except, in the case of this clause (iii), for any Loan Partysuch violations, defaults or rights that would not reasonably be expected to result in a Material Adverse Effect, and (div) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (the Lessee, other than pursuant Permitted Liens and requirements (if any) to provide cash collateral or deposits under any of the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectOperative 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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effecteffect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyParty or any of their [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION. Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Party or its any of their Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of their Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to or any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effectof their Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions transactions to be entered into contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, (ii) for those which could not be reasonably be expected to have a Material Adverse Effect, and (Biii) those approvalsfor filings and recordings necessary to perfect Liens created under the Loan Documents, consents(b) will not violate any Applicable Law or regulation or the Charter Documents of any Loan Party or any order of any Governmental Authority, registrations or other actions or filings, the failure of except for such violation which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its their respective assets, except for such violation or default which could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty in excess of $5,000,000, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to Party, except Xxxxx created under the Loan Documents and Liens or otherwise permitted by Section 6.02); except with respect to any violation hereby or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.thereby. ​

Governmental Approvals; No Conflicts. The Transactions execution and delivery of this Agreement by each Loan Party party hereto, and performance by each such Loan Party of its obligations hereunder, in each case from and after the date such Loan Party becomes a party hereto, xxx) (a) do not require any consent or approval of, registration or filing with, with or any other action by, by any Governmental Authority, except for (Ai) any filings or reports required under the approvals, consents, registrations, actions federal securities laws and filings which (ii) such as have been duly obtained, taken, given obtained or made and are in full force and effect and (Beffect, xxxi) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law law, statute, rule or regulation or order the certificate or articles of any Governmental Authority or (ii) the charterincorporation, by-laws or other organizational documents of the Borrower or any Loan Partyof the Restricted Subsidiaries or any order of any Governmental Authority, and xxxii) (c) will not be in conflict with, violate or result in a default or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any indenture, agreement or other instrument binding upon the Borrower or any Loan Party of the Restricted Subsidiaries or its property or assets, where any such failure to obtain consent or give rise to approval or make a right thereunder to require any payment to be made by any Loan Partyfiling or report, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation such conflict, violation, breach or default referred to in clause (b)(i) or (c) abovedefault, to the extent that such violation or default could not would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Governmental Approvals; No Conflicts. The (a)The Transactions (ai) do not require the Borrower or any Subsidiary to obtain or make any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvalsor that, consentsif not obtained or made, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, (bii) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, or any order of any Governmental Authority, except as to any law, regulation or order the violation of which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (ciii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Loan Party Significant Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan PartySignificant Subsidiary, except for any such violations, defaults or rights to require payment that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (div) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to a Permitted Encumbrance) on any asset of the Loan Documents and Liens permitted by Section 6.02); except with respect to Borrower or any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectSubsidiary.

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 (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent (except during a Collateral Suspension Period), (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (BC) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, Party and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents (other than during a Collateral Suspension Period) and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.by

Governmental Approvals; No Conflicts. The Other than the filing of the financing statements required hereunder, the Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and effect, (B) those approvals, consents, registrations or other actions or filings, routine renewals of existing licenses and permits of Transferor in the failure ordinary course of which to obtain or make could not reasonably business and (C) such filings as may be expected to have a Material Adverse Effectrequired under federal and state securities laws for purposes of disclosure, (bii) will not violate (i) any applicable law or regulation or any order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyAuthority, (ciii) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party Transferor or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyTransferor, (iv) will not violate the charter, by-laws or other organizational documents of Transferor, and (dv) will not result in the creation or imposition of any Lien Adverse Claim on any material asset of any Loan Party (other than pursuant to Transferor except for the Loan Documents ownership interest in the Receivables, Related Security and Liens permitted by Section 6.02); except Collections conveyed hereunder and, with respect to any violation or default referred to in clause clauses (b)(ii), (ii), (iii) or and (c) abovev), to the extent that such violation or default could except as would not reasonably be expected to have result in a Material Adverse Effect.. No transaction contemplated hereby requires compliance with any bulk sales act or similar law E-164

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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, except for filings necessary to perfect Liens on the Additional Collateral created pursuant to the Loan Documents and (B) those approvals, consents, registrations or other actions or filings, except to the extent that any such failure of which to obtain such consent or make could approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate (i) in any material respect any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Subsidiaries, (c) will not violate in any material respect or result in a default under the Existing Credit Agreement, the Existing Notes Documents or any other material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectPermitted Liens.

Governmental Approvals; No Conflicts. The Transactions transactions contemplated by this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, ; (b) will not violate (i) any applicable law or regulation or the Organization Documents of any Loan Party or any order of any Governmental Authority or (ii) the charterAuthority, by-laws or other organizational documents of except for any Loan Party, such violation which would not reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under the Existing Revolving Credit Facility or the Intercreditor Agreement (after giving effect to the consents in respect thereof obtained on or prior to the date hereof) or any other indenture, agreement (including any Material Contract) or other instrument binding upon any Loan Party or its assets, assets or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, except for any such violation or default which would not reasonably be expected to have a Material Adverse Effect; and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to Party, except Liens created under the Loan Documents and Liens or otherwise permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effectthereby.

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 (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (BC) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) other than during a Collateral Suspension Period, filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (BC) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents (other than during a Collateral Suspension Period) and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, (ii) for filings necessary to perfect Liens created pursuant to the Loan Documents, and (Biii) those for such consents, approvals, consents, registrations or other actions or filings, filings the failure of which to obtain make or make obtain, as applicable, could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (b) will not violate (i) any applicable law the charter, articles or regulation certificate of organization or order incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents of any Governmental Authority Loan Party or any Subsidiary, or (ii) the charterany Law applicable to or binding upon any Loan Party or any Subsidiary, by-laws or other organizational documents any of any Loan Partysuch Person’s property or to which any such Person or any of its property is subject, except for, solely in the case of the foregoing clause (b)(ii) for violations which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assetsany Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.50

Governmental Approvals; No Conflicts. The Transactions Transactions, subject, in the case of the Parent and each Subsidiary that is a Debtor, to the entry of the DIP Orders, the First Day Orders and the Terms thereof, (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are (or will so be) in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effecteffect, (b) will not violate (i) any applicable law or regulation or law, including any order of any Governmental Authority or Authority, (iic) will not violate the charter, by-laws or other organizational documents of each Loan Party or any Loan Partyof their respective Subsidiaries, (cd) will not violate or result in a default under any indenture, agreement indenture or other instrument binding upon any Loan Party or its assetsagreement, or give rise to a right thereunder to require any payment to be made by any Loan Party, Party or any of their respective Subsidiaries (other than any indenture or agreement with respect to Prepetition Indebtedness that is stayed as a result of the Cases) and (de) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of their respective Subsidiaries, except Liens created pursuant to the Loan Documents Documents, and Liens permitted by Section 6.02in the case of clauses (a); except with respect to any violation or default referred to in clause , (b)(ib) or and (cd) above, to the extent that such except for a violation or default could creation, as applicable, which would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made on or before the Closing Date and are in full force and effect effect, except for filings necessary to perfect Liens created pursuant to the Loan Documents and (B) those approvals, consents, registrations or other actions or filings, except for filings in connection with consummating the failure of which to obtain or make could not reasonably Merger and filings as may be expected to have a Material Adverse Effectrequired under the Exchange Act and applicable stock exchange rules in connection therewith, (b) will do not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Restricted Subsidiaries, (c) will do not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Restricted Subsidiaries or its assets, or (except for the Transactions) give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, and (d) will do not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)or Permitted Liens; except except, in the case of clauses (a) through (d) other than with respect to any violation or default referred to in clause (b)(i) or (c) abovethe creation of Liens, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not not, on the part of any Loan Party or any of its Subsidiaries, require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law to any Loan Party or regulation any of its Subsidiaries or any order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assetsunder, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries under, (i) any indenture or loan agreement, in each case, evidencing Material Indebtedness, (ii) any Swap Agreement or (iii) any other material agreement, in each case which is binding upon any Loan Party or any of its Subsidiaries or its assets, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and or any of its Subsidiaries, except Liens permitted by Section 6.02, in each case of clauses (a); except with respect to any violation or default referred to in clause , (b)(ib) or (c) abovec)(iii), to the extent that such violation or default could except as would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and effect, (Bii) those approvalsconsents or approvals of, consentsregistration or filing with or any other action by, registrations or other actions or filings, any Governmental Authority the failure absence of which to obtain or make could not reasonably be expected to have result in a Material Adverse EffectEffect and (iii) filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of the Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, indenture or other material agreement or other instrument binding upon any Loan Party or any of the Restricted Subsidiaries or its assets, or give rise to a right thereunder under any such indenture, material agreement or instrument (other than a Loan Document) to require any payment to be made by any Loan PartyParty or any of the Restricted Subsidiaries except for violations that could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectPermitted Liens.

Governmental Approvals; No Conflicts. The As of the Effective Date, 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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, Loan Documents; (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan Party, Party or any of the Subsidiaries; (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument binding upon any Loan Party or any of the Subsidiaries or its assets, or give rise to a right thereunder under any such indenture, agreement or instrument (other than a Loan Document) to require any payment to be made by any Loan Party, Party or any of the Subsidiaries; and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Subsidiaries, except Liens created or permitted pursuant to the Loan Documents and Liens permitted by Section 6.02); Documents, except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that any such violation failure to make or obtain, or any such violation, default or payment, in each case referred to in clauses (a) through (d), individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.. SECTION 3.04

Governmental Approvals; No Conflicts. The Refinancing Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and 120 effect and (B) those approvals, consents, for filings and registrations or other actions or filings, necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of the Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its any of the Restricted Subsidiaries or their respective assets, or (except for the Refinancing Transactions) give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of the Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)Documents; except with respect to any violation or default referred to except, in clause the case of each of clauses (b)(ia) or through (cd) above, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (BC) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause clauses (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made on or before the Original Closing Date and are in full force and effect effect, except for filings necessary to perfect Liens created pursuant to the Loan Documents and (B) those approvals, consents, registrations or other actions or filings, except for filings in connection with consummating the failure of which to obtain or make could not reasonably Merger and filings as may be expected to have a Material Adverse Effectrequired under the Exchange Act and applicable stock exchange rules in connection therewith, (b) will do not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Restricted Subsidiaries, (c) will do not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Restricted Subsidiaries or its assets, or (except for the Transactions) give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, and (d) will do not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)or Permitted Liens; except except, in the case of clauses (a) through (d) other than with respect to any violation or default referred to in clause (b)(i) or (c) abovethe creation of Liens, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Refinancing Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, for filings and registrations or other actions or filings, necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of the Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its any of the Restricted Subsidiaries or their respective assets, or (except for the Refinancing Transactions) give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of the Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)Documents; except with respect to any violation or default referred to except, in clause the case of each of clauses (b)(ia) or through (cd) above, to the extent that any such violation violation, default or default could right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to have result in a Material Adverse Effect.. 108

Governmental Approvals; No Conflicts. The As of the Effective Date, 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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, Loan Documents; (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan Party, Party or any of the Subsidiaries; (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument binding upon any Loan Party or any of the Subsidiaries or its assets, or give rise to a ATL 22026536v6 right thereunder under any such indenture, agreement or instrument (other than a Loan Document) to require any payment to be made by any Loan Party, Party or any of the Subsidiaries; and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Subsidiaries, except Liens created or permitted pursuant to the Loan Documents and Liens permitted by Section 6.02); Documents, except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that any such violation failure to make or obtain, or any such violation, default or payment, in each case referred to in clauses (a) through (c), individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will do not violate (i) require any applicable law consent or regulation or order approval of any Governmental Authority holder of any Equity Interests of a Loan Party or (ii) the charter, by-laws any consent or approval of any other organizational documents Person under any Material Agreement of any Loan Party, except such as have been obtained or made and are in full force and effect, (c) will not violate or conflict with, or require any consent under, any Organizational Document of any Loan Party or any Subsidiary, (d) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (e) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assetsany Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any Subsidiary (except, in the case of this clause (e), to the extent that such violation or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect), and (df) will not result in the creation or imposition of of, or the requirement to create, any Lien on any material asset of any Loan Party (other than or any Subsidiary, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectDocuments.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which those as have been duly obtained, taken, given obtained or made and are in full force and effect and except for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (Bb) those approvalswill not violate any Requirement of Law applicable to such Loan Party or any of its Subsidiaries or any judgment, consents, registrations order or other actions or filings, the failure ruling of any Governmental Authority which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any (i) the Organizational Documents of such Loan Party or any of its assets, Subsidiaries or (ii) any Contractual Obligation of such Loan Party or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by such Loan Party or any Loan Party, of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any material asset of any such Loan Party or any of its Subsidiaries, except Liens (other than pursuant to if any) created under the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectDocuments.

Governmental Approvals; No Conflicts. The Transactions execution and delivery of each Loan Document by each Loan Party party thereto and performance thereof: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (Biii) those for consents, approvals, consentsregistrations, registrations filings or other actions or filingsactions, the failure of which to obtain or make could would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate (i) any applicable law Law or regulation or order of any Governmental Authority or regulation, (ii) in any material respect, the charter, by-laws or other organizational or constitutional documents of such Loan Party or (iii) any order of any Governmental Authority binding on such Loan Party, Party and (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any such Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by such Loan Party or any Loan Partyof its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant except to the Loan Documents and Liens permitted by Section 6.02); except with respect to any extent such violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default above could not reasonably be expected to have result in a Material Adverse Effect.. Section 3.04

Governmental Approvals; No Conflicts. The Transactions ------------------------------------ execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which those as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, where the failure of which to obtain do so, individually or make in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of the Borrower or any Loan Partyof its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon on the Borrower or any Loan Party of its Subsidiaries (including without limitation, any Major Distribution Agreement) or any of its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan Party, of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any Loan Party of its Subsidiaries, except Liens (other than pursuant to if any) created under the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectDocuments.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of its Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its assetsRestricted Subsidiaries or the 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 Loan PartyParty or any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of its Restricted Subsidiaries, except Xxxxx created pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect or, subject to any violation or default the Intercreditor Agreement, the Term Loan Documents, except, in each case referred to in clause clauses (b)(i) or b), (c) aboveand (d), to the extent that where such violation or default could Lien would not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions Transaction (a) do does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (BC) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) except as described on Schedule 3.03 to the Disclosure Letter, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except filings necessary to perfect Liens created under the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority the Organizational Documents of, or (ii) any Requirements of Law applicable to the charter, by-laws Borrower or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, indenture or other material agreement or other instrument binding upon the Borrower or any Loan Party or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower or any Loan Party, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any Loan Party (other than pursuant to Party, except Liens created under the Loan Documents Documents, except (in the case of each of clauses (a), (b)(ii) and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c)) above, to the extent that the failure to obtain or make such violation consent, approval, registration, filing or default action, or such violation, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, which shall be completed at the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effectappropriate time for such filings under applicable securities laws, (b) will not violate (i) violate, to Borrower’s knowledge, any applicable law or law, regulation or order of any Governmental Authority or to the extent that such violation could reasonably be expected to result in a Material Adverse Effect, (iic) will not violate the charter, by-laws laws, trust certificate or other organizational documents of any Loan Credit Party, any Entity or any of their Affiliates, (cd) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Credit Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyCredit Party or any Entity to the extent that such violation, default or right to require payment could reasonably be expected to result in a Material Adverse Effect and (de) will not result in the creation or imposition of any Lien on any material asset assets of any Loan Party (other than the Credit Parties or Entities, except pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectSecurity 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 (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created pursuant to the Loan Documents, (iii) filings as may be required under the Securities Exchange Act of 1934, as amended, and applicable stock exchange rules in connection therewith, or (Biv) those approvalssuch actions, consents, registrations or other actions or filings, consents and approvals the failure of which to obtain be obtained or make could not made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, ; (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws articles of association or certificate of organization or formation, bylaws, operating agreements, constitution or other organizational or governing documents of any Loan PartyParty or any Subsidiary, (c) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary except any such violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assetsany Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any Subsidiary, and (de) will not result in the creation or imposition of of, or the requirement to create, any Lien on any material asset of any Loan Party (other than or any Subsidiary, except Xxxxx created pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectDocuments.

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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, or any filings that any Loan Party or any of their Affiliates may be required to make with the Securities and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectExchange Commission, (b) will not violate (i) contravene in any material respect any applicable law or regulation or order Legal Requirement of any Governmental Authority or Authority, (iic) will not violate the charter, by-laws or other organizational documents of any Loan PartyParty or any of its Subsidiaries, (cd) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any a Loan Party or any of its assets, Subsidiaries or its assets or give rise to a right thereunder to require any payment to be made by a Loan Party or any Loan Partyof its Subsidiaries, except to the extent that such violation, default or payment, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (de) will not result in the creation or imposition of any Lien (other than a Permitted Encumbrance) on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to or any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effectof its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect effect, filings necessary to perfect Liens created under the Loan Documents and (B) those approvals, consents, registrations or other actions or filings, the failure of which to make or obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyParty or any of its Subsidiaries or any order of any Governmental Authority, except as could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to or any of its Subsidiaries, except Liens created under the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse EffectDocuments.

Governmental Approvals; No Conflicts. The Transactions (a) do not require notrequire any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityGovernmentalAuthority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (Bii) those approvals, consents, forfilings and registrations or other actions or filings, necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) notviolate any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan PartyParty or any of the Restricted Subsidiaries, (c) will c)will not violate or result in a default under any indenture, agreement or other instrument binding upon any uponany Loan Party or its any of the Restricted Subsidiaries or their respective assets, or give rise to a right thereunder rightthereunder to require any payment to be made by any Loan Party, Party or any of the Restricted Subsidiaries,and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any ofthe Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted by Section 6.02)Documents; except with respect to any violation or default referred to except, in clause the case ofeach of clauses (b)(ia) or through (cd) above, to the extent that any such violation violation, default or default could right, or any failureto obtain such consent or approval or to take any such action, would not reasonably be expected to have resultin a Material Adverse Effect.. -73-

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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (Bexcept for (i) any reports required to be filed by the Borrower with the SEC pursuant to the Exchange Act or (ii) those approvals, consents, registrations or other actions or filings, that may be required from time to time in the failure ordinary course of which business that may be required to obtain or make could not reasonably be expected to have a Material Adverse Effectcomply with certain covenants contained in the Loan Documents), (b) will not violate the charter or by-laws (ior equivalent organizational documents) of the Borrower or of any other Loan Party, (c) will not violate any applicable law (including ERISA and Environmental Laws) or regulation or any order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to which any Loan PartyParty is subject, and (cd) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any other Loan Party or its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan Partyof its Subsidiaries, except in the case of clauses (a), (c) and (d) will not result above for any such violations or defaults that, individually or in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) aboveaggregate, to the extent that such violation or default could would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect or waived, actions and (B) filings necessary to create or perfect Liens in the Collateral and those approvals, consents, registrations or other actions or filings, the failure of which to make or obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan PartyParty or any of its Subsidiaries or any order of any Governmental Authority, except as could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan PartyParty or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to any Lien created under the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(iDocuments) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effectany of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Amendment (a) do does not require any consent or approval of, registration notice to, or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and effect, (Bb) those approvalswill not violate the charter, consentsby-laws, registrations operating agreement or other actions organizational documents of the Loan Parties, (c) will not violate any applicable law or filingsregulation or any applicable order of any Governmental Authority, except for such violation which individually or in the failure of which to obtain or make aggregate could not reasonably be expected to have a Material Adverse Effect, (bd) will not violate (i) violate, in any applicable law or regulation or order of any Governmental Authority or (ii) the chartermaterial respect, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a material default under any material indenture, agreement or other instrument binding upon any the Loan Party Parties or its assets, or give rise to a right Open Text Corporation - First Amendment 7 thereunder to require any payment to be made by any a Loan Party, except for such violation, default or payment which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, and (de) will not result in the creation or imposition of any Lien lien on any material asset of any a Loan Party (other than pursuant to Party, except liens permitted under the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.Security Documents. D.

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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effecteffect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws laws, partnership agreements or other organizational documents of Testing Party or any Loan Partyof its Restricted Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon Testing Party or any Loan Party of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Testing Party or any Loan Party, of its Restricted Subsidiaries and (d) will not result in the creation or imposition of any Lien on any material asset of Testing Party or any Loan Party of its Restricted Subsidiaries; except, in each case (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except clause (b)(ii) with respect to any violation Credit Party), such as could not, individually or default referred to in clause (b)(i) or (c) abovethe aggregate, to the extent that such violation or default could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The As of the Effective Date, 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 (A) the approvals, consents, registrations, actions and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, except for filings necessary to perfect Liens created pursuant to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, Loan Documents; (b) will not violate (i) any Requirement of Law applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of to any Loan Party, Party or any of the Subsidiaries; (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument binding upon any Loan Party or any of the Subsidiaries or its assets, or give rise to a right thereunder under any such indenture, agreement or instrument (other than a Loan Document) to require any payment to be made by any Loan Party, Party or any of the Subsidiaries; and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than or any of the Subsidiaries, except Liens created or permitted pursuant to the Loan Documents and Liens permitted by Section 6.02); Documents, except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that any such violation failure to make or obtain, or any such violation, default or payment, in each case referred to in clauses (a) through (d), individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents to which each Loan Party is party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (B) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, Party and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section ‎Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvalsfiling 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 Bank on the Collateral), consents, registrations, actions and filings which (ii) such as have been duly obtained, taken, given obtained or made and are in full force and effect and (Biii) those approvals, consents, registrations if they were not obtained or other actions or filingsmade, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or the Organizational Documents of any Entity Loan Party or any order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents applicable to any of any Loan Partythem, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Entity Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Entity Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Entity Loan Party (other than pursuant to Liens in favor of the Loan Documents and Liens permitted by Section 6.02Bank); except with respect to any violation or default referred to , except, in clause the case of clauses (b)(i) or b), (c) and (d) above, to for any deviation from the extent that such violation or default could foregoing which would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Subject to entry of the Interim DIP Order and, as applicable, the Final DIP Order and subject to the terms thereof, the Transactions (including the performance of the Loan Documents) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (Ai) the approvals, consents, registrations, actions and filings which such as have been duly obtainedobtained or SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, taken, given or INC. 57 Table of Contents made and are in full force and effect and (Bii) those approvals, consents, registrations or other actions or filings, the failure of which filings referred to obtain or make could not reasonably be expected to have a Material Adverse Effectin Section 3.12, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of the Borrower or any other Loan PartyParty or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any other Loan Party or its assetsassets except as would not reasonably expected to result in a Material Adverse Effect and except, in each case, where failure or give rise to a right thereunder to require any payment to be made non-compliance is permitted by any Loan Partythe Bankruptcy Code, and (d) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any Loan Party of its Subsidiaries (other than pursuant to the Loan Documents and Liens permitted by Section 6.02any Permitted Lien); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.