Common use of No Conflict; Governmental Consents Clause in Contracts

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiaries, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiaries, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiaries, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of its Subsidiariesany Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s 's or any of its Subsidiaries’ such Subsidiary's Board of Directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent comparable constituent, organizational or governing documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) to the best of the Borrower's knowledge, constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than of the Financing Facilities) Borrower or any of any Person its Subsidiaries or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law applicable to the Borrower or any of its Subsidiaries (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual ObligationObligation of the Borrower or any of its Subsidiaries, except such interferencewhich violation, breach, default or termination which individually termination, singly or in the aggregate could not will result in, or is reasonably be expected likely to have result in, a Material Adverse Effect, (iviii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s 's or any such Subsidiary's board of its Subsidiaries’ Board of Directors directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the Borrower's or any of its Subsidiaries' execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries it is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse EffectEffect and (ii) filings necessary to create or perfect security interests in the Collateral. Financial Statements.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which which, individually or in the aggregate aggregate, could not reasonably be expected to have a Material Adverse Effect, (iii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s 's or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, such Subsidiary's shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the The execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or which could reasonably be likely to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $7,500,000.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could would not reasonably be expected to have a Material Adverse Effect, (iviii) with respect to the Loan Documents and, to the best of the Borrower's and its Subsidiaries' knowledge with respect to the other Transaction Documents, result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s 's or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, such Subsidiary's shareholders except such as have been obtained. Except as set forth on Schedule 6.3 5.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiaries, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiaries, or require termination of any Contractual Obligation, except such interference, breach, breach or default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iviii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiaries, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower Company or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower Company or any of its Subsidiaries, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower Company or any of its Subsidiaries, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower Company or any of its Subsidiaries, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the BorrowerCompany’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained. Except as set forth on Schedule 6.3 3.03 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower Company or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and ------------------------------------ performance of each of the Loan Documents to which any of the Borrower Borrowers or any of its Subsidiaries Subsidiary Obligor is a party do not and will not (i) conflict with the certificate documents of organization or articles governance of incorporation or by-laws (or equivalent constituent documents) of the such Borrower or any of its SubsidiariesSubsidiary Obligor, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the any Borrower or any of its SubsidiariesSubsidiary Obligor, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could would not reasonably be expected to have a Material Adverse EffectEffect or to subject the Agent, the Arranger, any of the Lenders or any Issuing Lender to any liability, (iviii) with respect to the Loan Documents, result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the any Borrower or any of its SubsidiariesSubsidiary Obligor, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s 's or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or Subsidiary Obligor's members, shareholders, as applicable, workers' council or other similar constituent group except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the The execution, delivery and performance of each of the Loan Documents to which the any Borrower or any of its Subsidiaries Subsidiary Obligor is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or notices which have been or, in the case of any of the foregoing, not required prior to the Closing Date, will be made, obtained or given, and (ii) filings, registrations and deliveries necessary to create or which, if not made, obtained or given, individually or perfect security interests in the aggregate could not reasonably be expected to have a Material Adverse EffectCollateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or material Contractual Obligation of the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any material Contractual Obligation, (iii) with respect to the Loan Documents, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or material Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any material Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained. Except as set forth on Schedule SCHEDULE 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except (a) filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, and (b) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (iA) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent charter documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (iiB) (i) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or which could reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiaries, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iviii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any material Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any such material Contractual Obligation, (C) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (vD) require any approval of the Borrower’s 's or any of its Subsidiaries’ such Subsidiary's Board of Directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtainedobtained or the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 6.3 to this Agreement, the The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or incorporation, by-laws (laws, partnership agreement, limited liability company agreement or equivalent constituent documents) other organizational document of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could would not reasonably be expected to have a Material Adverse Effect, (iviii) with respect to the Loan Documents and, to the best of Borrower's and its Subsidiaries' knowledge with respect to the other Transaction Documents, result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s 's or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or such Subsidiary's shareholders, as applicablepartners, members or other equity security holders except such as have been obtained. Except as set forth on Schedule 6.3 5.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could would not reasonably be expected to have a Material Adverse Effect." 5. Section 5.8 is deleted in its entirety and the following is substituted therefor:

No Conflict; Governmental Consents. The execution, delivery and ---------------------------------- performance of each of the Loan Documents and other Transaction Documents to which the any Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or association, or by-laws (or equivalent constituent documents) other operating agreement of the a similar nature of such Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the such Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could would not reasonably be expected to have a Material Adverse Effect, (iviii) with respect to the Loan Documents and, to such Borrower's and its Subsidiaries' knowledge with respect to the other Transaction Documents, result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the such Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the such Borrower’s 's or any of its Subsidiaries’ Board of Directors (such Subsidiary's shareholders or equivalent governing body) or shareholdersmembers, as where applicable, except such as have been obtained. Except as set forth on Schedule 6.3 5.3 to this Agreement, the execution, ------------ delivery and performance of each of the Loan Transaction Documents to which the any Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could would not reasonably be expected to have a Material Adverse Effect, and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The Except as set forth on SCHEDULE 5.3 to this Agreement, the execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which any member of the Borrower or any of its Subsidiaries Consolidated AMC Group is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Person, (ii) to such Person's Knowledge constitute a tortious interference with any Financing Facility or conflict with, result in a breach violation of or constitute (with or without notice or lapse of time or both) a default breach under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of any such member of the Borrower or any of its SubsidiariesConsolidated AMC Group, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could would not reasonably be expected likely to have a Material Adverse Effect, (iviii) with respect to the Loan Documents and, to their Knowledge, with respect to the other Transaction Documents, result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of any member of the Borrower or any of its SubsidiariesCorporate Group, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, such member's shareholders except such as have been obtained. Except as set forth on Schedule 6.3 SCHEDULE 5.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which any member of the Borrower or any of its Subsidiaries Consolidated AMC Group is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could would not reasonably be expected likely to have a Material Adverse Effect, and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries the Parent is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariesthe Parent, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower Borrower, the Parent or any of its Subsidiaries, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower Borrower, the Parent or any of its Subsidiaries, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s, the Parent’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained. Except as set forth on Schedule 6.3 3.03 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries the Parent is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws laws, operating agreement or other management agreement (or equivalent other applicable constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iviii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained. Except as set forth on Schedule SCHEDULE 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent comparable constituent, organizational or governing documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) to the best of the Borrower's knowledge, constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than of the Financing Facilities) Borrower or any of any Person its Subsidiaries or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law applicable to the Borrower or any of its Subsidiaries (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual ObligationObligation of the Borrower or any of its Subsidiaries, except such interferencewhich violation, breach, default or termination which individually termination, singly or in the aggregate could not will result in, or is reasonably be expected likely to have result in, a Material Adverse Effect, (iviii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s 's or any such Subsidiary's board of its Subsidiaries’ Board of Directors directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the Borrower's or any of its Subsidiaries' execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries it is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of its Subsidiariesany Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s 's or any of its Subsidiaries’ such Subsidiary's Board of Directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule SCHEDULE 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of its Subsidiariesany Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s 's or any of its Subsidiaries’ such Subsidiary's Board of Directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (iA) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent charter documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (iiB) (i) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or which could reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiaries, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iviii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any material Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any such material Contractual Obligation, (C) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (vD) require any approval of the Borrower’s or any of its Subsidiaries’ such Subsidiary’s Board of Directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtainedobtained or the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 6.3 to this Agreement, the The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which any of the Borrower Borrowers or any other Subsidiary of its Subsidiaries Brightpoint is a party do not and will not (i) conflict with the certificate documents of organization or articles governance of incorporation or by-laws (or equivalent constituent documents) of the such Borrower or any of its Subsidiaries, Subsidiary (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the any Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could would not reasonably be expected to have a Material Adverse EffectEffect or to subject the Agents, the Arranger, any of the Lenders or the Issuing Lender to any liability, (iviii) with respect to the Loan Documents, result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the any Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s 's or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or such Subsidiary's members, shareholders, as applicable, workers' council or other similar constituent group except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the The execution, delivery and performance of each of the Loan Documents to which the any Borrower or any of its Subsidiaries other Subsidiary is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or notices which have been or, in the case of any of the foregoing, not required prior to the Closing Date, will be made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could would not reasonably be expected to have a Material Adverse Effect, and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which any of the Borrower Borrowers or any other Subsidiary of its Subsidiaries Holdings is a party do not and will not (i) conflict with the certificate documents of organization or articles governance of incorporation or by-laws (or equivalent constituent documents) of the such Borrower or any of its Subsidiaries, Subsidiary (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the any Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could would not reasonably be expected to have a Material Adverse EffectEffect or to subject the Administrative Agent, any of the Lenders or the Issuing Lender to any liability, (iviii) with respect to the Loan Documents and, to the best of each Borrower's and each Subsidiary's knowledge with respect to the other Transaction Documents, result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the any Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s 's or any of its Subsidiaries’ Board of Directors (such Subsidiary's members or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule 6.3 5.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which the any Borrower or any of its Subsidiaries other Subsidiary is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or notices which have been or, in the case of any of the foregoing, not required prior to the Effective Date, will be made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could would not reasonably be expected to have a Material Adverse Effect, and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiaries, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiaries, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiaries, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained. Except as set forth on Schedule 6.3 3.03 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent comparable constituent, organizational or governing documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) to the best of the Borrower's knowledge, constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than of the Financing Facilities) Borrower or any of any Person its Subsidiaries or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law applicable to the Borrower or any of its Subsidiaries (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual ObligationObligation of the Borrower or any of its Subsidiaries, except such interferencewhich violation, breach, default or termination which individually termination, singly or in the aggregate could not will result in, or is reasonably be expected likely to have result in, a Material Adverse Effect, (iviii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s 's or any such Subsidiary's board of its Subsidiaries’ Board of Directors directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the Borrower's or any of its Subsidiaries' execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries it is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.Effect and (ii) filings necessary to create or perfect security interests in the Collateral. Financial Statements. [RESERVED]

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) with respect to the Transaction Documents other than the Loan Documents, to the Borrower's knowledge after diligent inquiry of all relevant 397909 Execution Copy 44 Persons constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of its Subsidiariesany Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s 's or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, such Subsidiary's shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the The execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Borrower Parent or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documentscomparable document) of the Borrower Parent or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower Parent or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual ObligationObligation which would result in an aggregate liability in excess of $1,000,000, except (iii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Parent or any such interferenceSubsidiary, breach, default or require termination which individually or in of any Contractual Obligation (other than the aggregate could not reasonably be expected to have a Material Adverse EffectExisting SIC Credit Agreement), (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower Parent or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s Parent's or any such Subsidiary's board of its Subsidiaries’ Board of Directors (directors or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower Parent or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except (i) filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse EffectEffect and (ii) filings necessary to create or perfect security interests in the Collateral.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of its Subsidiariesany Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s or any of its Subsidiaries’ such Subsidiary’s Board of Directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which Holdings, the Borrower or any of its the Borrower's Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of Holdings, the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility Contractual Obligation to which it is bound or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing FacilityRequirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of Holdings, the Borrower or any such Subsidiary, or require termination of any Financing FacilityContractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iii) with respect to the Loan Documents, constitute a tortious -50- 58 interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of Holdings, the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of Holdings, the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of Holdings', the Borrower’s 's or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, such Subsidiary's shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or consents, approvals, notices and other actions which have been made, obtained or obtained, given, or taken or which, if not made, obtained or obtained, given, or taken individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) with respect to the Transaction Documents other than the Loan Documents, constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any Contractual Obligation, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s 's or any of its Subsidiaries’ such Subsidiary's Board of Directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule SCHEDULE 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of its Subsidiariesany Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s or any of its Subsidiaries’ such Subsidiary’s Board of Directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of its Subsidiariesany Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iii) with respect to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s 's or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, such Subsidiary's shareholders except such as have been obtained. Except as set forth on Schedule SCHEDULE 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any Subsidiary of its Subsidiaries the Borrower is a party do not and will not (i) conflict with the certificate or articles of incorporation (or other organizational documents) or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) in any manner which could reasonably be expected to result in a Material Adverse Effect, (A) constitute a tortious interference by the Borrower or any such Subsidiary with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or (B) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any of its Subsidiariessuch Subsidiary, or require termination of any Contractual ObligationObligation of the Parent, except the Borrower or any such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse EffectSubsidiary, (iviii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (viv) require any approval of the Borrower’s 's or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, such Subsidiary's shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this AgreementSCHEDULE 5.3 hereto, the execution, delivery and performance of each of the Loan Documents to which the Borrower or any Subsidiary of its Subsidiaries the Borrower is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, Authority (including under any Environmental Property Transfer Act) such that failure to do so is reasonably likely to result in a Material Adverse Effect, except (i) filings, consents or notices which have been made, obtained or given, and (ii) filings necessary to create or which, if not made, obtained or given, individually or perfect security interests in the aggregate could not reasonably be expected to have a Material Adverse EffectCollateral.

No Conflict; Governmental Consents. (a) The executionexecution and delivery by BOXL of this Agreement, delivery and performance of each the issuance of the Loan Documents to which Everest Conversion Shares and the Borrower consummation of the other transactions contemplated hereby or any of its Subsidiaries is a party thereby do not and will not (i) conflict with result in the certificate violation of any law, statute, rule, regulation, order, writ, injunction, judgment or articles decree of incorporation any court or by-governmental authority to or by which BOXL is bound including without limitation all foreign, federal, state and local laws (applicable to its business and all such laws that affect the environment, except in each case as could not have or equivalent constituent documents) of the Borrower or any of its Subsidiariesreasonably be expected to result in a Material Adverse Effect, (ii) constitute a tortious interference conflict with or violate any Financing Facility provision of BOXL’s Articles of Incorporation (the “Articles”), as amended or the Bylaws, (and collectively with the Articles, the “Charter Documents”) of BOXL, and (iii) conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with or without due notice or lapse of time or both) a default under or give to others any Financing Facilityrights of termination, amendment, acceleration or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute cancellation (with or without notice or due notice, lapse of time or both) a default under any Requirement of Law (includingagreement, without limitationcredit facility, any Environmental Property Transfer Act) lease, loan agreement, mortgage, security agreement, trust indenture or Contractual Obligation of the Borrower other agreement or instrument to which BOXL or any Subsidiary is a party or by which any of its Subsidiariesthem is bound or to which any of their respective properties or assets is subject, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) nor result in or require the creation or imposition of any Lien whatsoever Encumbrances upon any of the property properties or assets of the Borrower BOXL or any of its Subsidiaries, other than Liens permitted or created Subsidiary. (b) No approval by the Loan Documentsholders of Common Stock, or (v) require any approval other equity securities of BOXL is required to be obtained by BOXL in connection with the Borrower’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholdersauthorization, as applicable, except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each this Agreement or in connection with the authorization, and issuance of the Loan Documents to which the Borrower Everest Conversion Shares except as has been previously obtained. (c) No consent, approval, authorization or other order of any governmental authority or any other person is required to be obtained by BOXL in connection with the authorization, execution, delivery and performance of its Subsidiaries is a party do not and will not require any registration withthis Agreement or in connection with the authorization, consent or approval ofand, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Actupon issuance the Everest Conversion Shares, except filingssuch post-sale filings as may be required to be made with the SEC and with any state or foreign blue sky or securities regulatory authority, consents or notices all of which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably shall be expected to have a Material Adverse Effectmade when required.

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents and other Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Borrower or any of its Subsidiariessuch Subsidiary, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of its Subsidiariesany Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iii) with respect 66 to the Loan Documents, constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower or any of its Subsidiariessuch Subsidiary, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Borrower’s 's or any of its Subsidiaries’ such Subsidiary's Board of Directors (or equivalent governing body) or shareholders, as applicable, shareholders except such as have been obtained. Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Transaction Documents to which the Borrower or any of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.