Common use of Non-Contravention; Authorizations and Approvals Clause in Contracts

Non-Contravention; Authorizations and Approvals. None of (a) the execution and delivery by the Company or any Subsidiary of the Company of any of the Financing Documents to which it is a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock under the Financing Documents will: (i) violate, conflict with or result in a breach of any provisions of the articles of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company or any Subsidiary of the Company; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien upon any of the properties of the Company or any Subsidiary of the Company under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, in the aggregate, could not reasonably be expected to be Material to the Company; (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, or the failure of which to obtain or make, in the aggregate, could not be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws, except for violations which, in the aggregate, could not reasonably be expected to be Material to the Company.

Non-Contravention; Authorizations and Approvals. Neither the Company nor any of its Subsidiaries is in violation of its certificate of incorporation or bylaws (or comparable constituent or governing documents) or is in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, Permit, lease, contract or other agreement, instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound (including, without limitation, the Credit Agreement), or under which the Company or any of its Subsidiaries or any of their respective properties or assets is entitled to a benefit (each, a “Contract”), except for any such defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. None of (a) the execution and delivery by the Company or any Subsidiary of the Company its Subsidiaries of any of the Financing Transaction Documents to which it is they are a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock under the Financing Documents will: Notes hereunder will (i) violate, conflict with or result in a breach of any provisions of the articles certificate of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company or any Subsidiary of the Company; its Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien upon any of the properties of the Company or any Subsidiary of the Company its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contractContract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the Company; Adverse Effect, (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, made or the failure of which to obtain or make, individually or in the aggregate, could have not had and would not be reasonably expected to have a Material Adverse Effect; Effect or (iv) violate any Applicable LawsLaws applicable to the Company, any of its Subsidiaries or any of their respective property or assets, except for violations which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect.

Non-Contravention; Authorizations and Approvals. Neither Corel nor any of its subsidiaries is in violation of its articles of incorporation or bylaws (or comparable constituent or governing documents) or is in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, permit, lease, contract or other agreement, instrument, commitment or obligation to which Corel or any of its subsidiaries is a party or by which Corel or any of its subsidiaries or any of their respective properties or assets is bound, or under which Corel or any of its subsidiaries or any of their respective properties or assets is entitled to a benefit, (each, a "Contract") except for any such defaults that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect. None of (a) the execution and delivery by Corel of this Agreement, the Company Technology Support and Settlement Agreement or any Subsidiary of the Company of any of the Financing Documents to which it is a partyRegistration Rights Agreement, (b) the performance issuance by any Corel of them the Preferred Shares or the Common Shares upon conversion of their respective obligations thereunder, the Preferred Shares or (c) the performance by Corel of its obligations under the Transaction Documents or the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock under the Financing Documents will: (i) violate, conflict with or result in a breach of any provisions of the articles certificate of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company Corel or any Subsidiary of the Company; its subsidiaries, (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien upon any of the properties of the Company Corel or any Subsidiary of the Company its subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, withdrawal or without further binding effect, any of the terms, conditions or provisions of any contractContract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, individually or in the aggregate, have not had and could not reasonably be expected to be have a Material to the Company; Adverse Effect, (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for (A) approvals for listing and posting for trading on the TSE and for quotation on the NASDAQ, for which applications have been made, and (B) those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, made or the failure of which to obtain or make, individually or in the aggregate, have not had and could not be reasonably expected to have a Material Adverse Effect; , or (iv) violate any Applicable Laws, except for violations which, individually or in the aggregate, have not had and could not reasonably be expected to be have a Material to the CompanyAdverse Effect.

Non-Contravention; Authorizations and Approvals. Neither Holdings nor any of its Subsidiaries is in violation of its certificate or articles of incorporation or bylaws (or comparable constituent or governing documents) or is in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, permit, lease, contract or other agreement, instrument, commitment or obligation to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries or any of their respective properties or assets is bound (including, without limitation, the Credit Agreement), (each, a "Contract"), except for any -35- 42 such defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. None of (a) the execution and delivery by the Company Holdings or any Subsidiary of the Company its Subsidiaries of any of the Financing Transaction Documents to which it is they are a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock under the Financing Documents Notes hereunder will: (i) violate, conflict with or result in a breach of any provisions of the certificate or articles of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company Holdings or any Subsidiary of the Companyits Subsidiaries; (ii) except for Contracts for which consents have been obtained and except for Outstanding Indebtedness of Holdings and its Subsidiaries being refinanced at the Closing, violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien (other than the Liens established under the Credit Documents) upon any of the properties of the Company Holdings or any Subsidiary of the Company its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contractContract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect; (iii) except as set forth on Schedule 4.5 and except for filings perfecting or maintaining the perfection of Liens established under the Credit Documents, require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, or the failure of which to obtain or make, individually or in the aggregate, could have not had and would not be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws, except for violations which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect.

Non-Contravention; Authorizations and Approvals. Neither the Company nor any of its Subsidiaries is in violation of its articles of incorporation or bylaws, certificate of formation, limited liability company agreement (or comparable constituent or governing documents) or is in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, permit, lease, contract or other agreement, instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound (including, without limitation, the Credit Agreement) (each, a "Contract"), except for any such defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. None of (a) the execution and delivery by the Company Company, or any Subsidiary of the Company its Subsidiaries of any of the Financing Transaction Documents to which it is they are a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock Securities, the Holdco Notes or the Senior Notes or the borrowings at the Closing under the Financing Documents Credit Agreement hereunder will: (i) violate, conflict with or result in a breach of any provisions of the articles of incorporation or any amendment thereto bylaws, certificate of formation or bylaws limited liability company agreement (or comparable constituent or governing documents) of the Company or any Subsidiary of the Companyits Subsidiaries; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien (other than the Liens established under the Credit Documents) upon any of the properties of the Company or any Subsidiary of the Company its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contractContract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect; (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, or the failure of which to obtain or make, individually or in the aggregate, could have not had and would not be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws, except for violations which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect.

Non-Contravention; Authorizations and Approvals. Neither the Company nor any of its Subsidiaries is in violation of its articles of incorporation or bylaws, certificate of formation, limited liability company agreement (or comparable constituent or governing documents) or is in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, permit, lease, contract or other agreement, instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound (including, without limitation, the Credit Agreement) (each, a "Contract"), except for any such defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. None of (a) the execution and delivery by the Company Company, or any Subsidiary of the Company its Subsidiaries of any of the Financing Transaction Documents to which it is they are a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock Securities, the Opco Notes or the Senior Notes or the borrowings at the Closing under the Financing Documents Credit Agreement hereunder will: (i) violate, conflict with or result in a breach of any provisions of the articles of incorporation or any amendment thereto bylaws, certificate of formation or bylaws limited liability company agreement (or comparable constituent or governing documents) of the Company or any Subsidiary of the Companyits Subsidiaries; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien (other than the Liens established under the Credit Documents) upon any of the properties of the Company or any Subsidiary of the Company its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contractContract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect; (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, or the failure of which to obtain or make, individually or in the aggregate, could have not had and would not be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws, except for violations which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect.

Non-Contravention; Authorizations and Approvals. None of (a) the execution and delivery by the Company or any Subsidiary of the Company of any of the Financing Documents to which it is a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Series D Preferred Stock and the 2010 Warrants under the Financing Documents will: (i) violate, conflict with or result in a breach of any provisions of the articles certificate of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company or any Subsidiary of the Company; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien lien upon any of the properties of the Company or any Subsidiary of the Company under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contractcontract (including any contract or agreement related to indebtedness), except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, in the aggregate, could not reasonably be expected to be Material to the Company; (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, or the failure of which to obtain or make, in the aggregate, could not be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws, except for violations which, in the aggregate, could not reasonably be expected to be Material to the Company. There is no inquiry, injunction, restraining order, action, suit or proceeding instituted or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the reasonable opinion of the Company, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek substantial damages against the Company or its Subsidiaries or any of the Purchasers as a result of the issuance and sale of the Series D Preferred Stock or the 2010 Warrants.

Non-Contravention; Authorizations and Approvals. None Except as set forth in Schedule 4.05, neither the Company nor any of its Subsidiaries is (i) in violation of its certificate of incorporation or bylaws (or comparable constituent or governing documents) or (ii) in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, Permit, lease, contract or other agreement, instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of its properties or assets is bound (including, without limitation, the Credit Agreement), or under which the Company or any of its Subsidiaries or any of its properties or assets is entitled to a benefit (each, a “Contract”), except for any such defaults that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.05, none of (a) the execution and delivery by the Company or any Subsidiary of the Company its Subsidiaries of any of the Financing Transaction Documents to which it is a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock under the Financing Documents Securities hereunder will: (i) violate, conflict with or result in a breach of any provisions of the articles certificate of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company or any Subsidiary of the Companyits Subsidiaries; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien upon any of the properties of the Company or any Subsidiary of the Company its Subsidiaries under, or result in there their being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contractContract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, individually or in the aggregate, have not had and could not reasonably be expected to be have a Material to the CompanyAdverse Effect; (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, made or the failure of which to obtain or make, individually or in the aggregate, have not had and could not reasonably be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable LawsLaws applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, except for violations which, individually or in the aggregate, have not had and could not reasonably be expected to be have a Material to the CompanyAdverse Effect.

Non-Contravention; Authorizations and Approvals. None Except as set forth on Schedule 4.05, neither the Company nor any of its Subsidiaries is (i) in violation of its certificate of incorporation or bylaws (or comparable constituent or governing documents) or (ii) in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, Permit, lease, contract or other agreement, instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of its properties or assets is bound (including, without limitation, the SPV Financing Agreement), or under which the Company or any of its Subsidiaries or any of its properties or assets is entitled to a benefit (each, a “Contract”), except for any such defaults that, individually or in the aggregate, have not had and would not have a Material Adverse Effect. Except as set forth on Schedule 4.05, none of (a) the execution and delivery by the Company or any Subsidiary of the Company its Subsidiaries of any of the Financing Basic Documents to which it is a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock under the Financing Documents Purchased Securities hereunder will: (i) violate, conflict with or result in a breach of any provisions of the articles certificate of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company or any Subsidiary of the Companyits Subsidiaries; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien upon any of the properties of the Company or any Subsidiary of the Company its Subsidiaries under, or result in there their being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contractContract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, individually or in the aggregate, could have not reasonably be expected to be had and would not have a Material to the CompanyAdverse Effect; (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, made or the failure of which to obtain or make, individually or in the aggregate, could have not be reasonably expected to had and would not have a Material Adverse Effect; or (iv) violate any Applicable LawsLaws applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, except for violations which, individually or in the aggregate, could have not reasonably be expected to be had and would not have a Material to the CompanyAdverse Effect.

Non-Contravention; Authorizations and Approvals. Neither the Company nor any of its Subsidiaries is in violation of its certificate or articles of incorporation or bylaws (or comparable constituent or governing documents) or is in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, permit, lease, contract or other agreement, instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound (including, without limitation, the Credit Agreement), (each, a “Contract”), except for any such defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. None of (a) the execution and delivery by the Company or any Subsidiary of the Company its Subsidiaries of any of the Financing Documents to which it is they are a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock under the Financing Documents Securities hereunder will: (i) violate, conflict with or result in a breach of any provisions of the certificate or articles of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company or any Subsidiary of the Companyits Subsidiaries; (ii) except as set forth on Schedule 4.5 violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien (other than the Liens established under the Credit Documents) upon any of the properties of the Company or any Subsidiary of the Company its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contractContract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect; (iii) except as set forth on Schedule 4.5, require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, or the failure of which to obtain or make, individually or in the aggregate, could have not had and would not be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws, except for violations which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect.

Non-Contravention; Authorizations and Approvals. Neither the Company nor any of its Subsidiaries is (i) in violation of its certificate of incorporation or bylaws (or comparable constituent or governing documents) or (ii) is in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, Permit, lease, contract or other agreement, instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of its properties or assets is bound (including, without limitation, the Credit Agreement), or under which the Company or any of its Subsidiaries or any of its properties or assets is entitled to a benefit (each, a “Contract”), except for any such defaults that, individually or in the aggregate, have not had and would not have a Material Adverse Effect. None of (a) the execution and delivery by the Company or any Subsidiary of the Company its Subsidiaries of any of the Financing Transaction Documents to which it is a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock under the Financing Documents Notes hereunder will: (i) violate, conflict with or result in a breach of any provisions of the articles certificate of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company or any Subsidiary of the Companyits Subsidiaries; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien upon any of the properties of the Company or any Subsidiary of the Company its Subsidiaries under, or result in there their being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, in the aggregate, could not reasonably be expected to be Material to the CompanyContract; (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, or the failure of which to obtain or make, in the aggregate, could not be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws, except for violations which, in the aggregate, could not reasonably be expected to be Material Laws applicable to the Company, any of its Subsidiaries or any of their respective properties or assets.

Non-Contravention; Authorizations and Approvals. None of (a) To the execution and delivery by the Company or any Subsidiary actual knowledge of the Company of any of the Financing Documents to which it is a partyCompany, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery sale of the Preferred Stock under Assets to the Financing Purchasers and the execution and performance of each of the Transaction Documents willto which RHH is a party will not: (i) violate, conflict with or result in a breach of any provisions of the articles certificate of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company RHH or any Subsidiary of the Company; its Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien upon any of the properties of the Company RHH or any Subsidiary of the Company its Subsidiaries under, or result in there their being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contractmaterial note, except for any such violationsbond, conflictsmortgage, breachesindenture, defaultsdeed of trust, accelerationsloan or credit agreement, terminations license, franchise, Permit, lease, contract or other matters whichagreement, in instrument, commitment or obligation to which RHH or any of its Subsidiaries is a party or by which RHH or any of its Subsidiaries or any of their respective properties or assets, as the aggregatecase may be, could not reasonably be expected is bound, or under which RHH or any of its Subsidiaries or any of their respective properties or assets, as the case may be, is entitled to be Material to the Company; benefit, (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental AuthorityAuthority or any third party, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, or the failure of which to obtain or make, in the aggregate, could not be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws, except for violations which, in the aggregate, could not reasonably be expected Laws applicable to be Material to the CompanyRHH or any of its Subsidiaries or any of their respective properties or assets.

Non-Contravention; Authorizations and Approvals. None of the Issuers or any of their respective Subsidiaries is (i) in violation of its certificate of incorporation or bylaws (or comparable constituent or governing documents) or (ii) is in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, Permit, lease, contract or other agreement, instrument, commitment or obligation to which any Issuer or such Subsidiary is a party or by which any Issuer or such Subsidiary or any of its properties or assets is bound (including, without limitation, the First Lien Credit Agreement), or under which any Issuer or such Subsidiary or any of its properties or assets is entitled to a benefit (each, a "Contract"), except for any such defaults that, individually or in the aggregate, have not had and would not have a Material Adverse Effect. None of (a) the execution and delivery by the Company each Issuer or any Subsidiary of the Company its Subsidiaries of any of the Financing Transaction Documents to which it is a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock under the Financing Documents Securities hereunder will: (i) violate, conflict with or result in a breach of any provisions of the articles certificate of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company such Issuer or any Subsidiary of the Companyits Subsidiaries; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien upon any of the properties of the Company any Issuer or any Subsidiary of the Company its Subsidiaries under, or result in there their being declared void, voidable, subject to withdrawal, withdrawal or without further binding effecteffect under, any of the terms, conditions or provisions of any contractContract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, individually or in the aggregate, could have not reasonably be expected to be had and would not have a Material to the CompanyAdverse Effect; (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, made or the failure of which to obtain or make, individually or in the aggregate, could have not be reasonably expected to had and would not have a Material Adverse Effect; or (iv) violate any Applicable LawsLaws applicable to such Issuer or any of its Subsidiaries or any of their respective properties or assets, except for violations which, individually or in the aggregate, could have not reasonably be expected to be had and would not have a Material to the CompanyAdverse Effect.

Non-Contravention; Authorizations and Approvals. Neither the ----------------------------------------------- Company nor any of its Subsidiaries is in violation of its certificate of incorporation or bylaws (or comparable constituent or governing documents) or is in default (or, with the giving of notice, lapse of time or both, would be in default) under any note, bond, mortgage, indenture, deed of trust, loan or credit agreement, license, franchise, Permit, lease, contract or other agreement, instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound (including, without limitation, the Credit Agreement), or under which the Company or any of its Subsidiaries or any of their respective properties or assets is entitled to a benefit (each, a "Contract"), except for any such defaults that, individually or -------- in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. None of (a) the execution and delivery by the Company or any Subsidiary of the Company its Subsidiaries of any of the Financing Transaction Documents to which it is they are a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Preferred Stock under the Financing Documents Notes hereunder will: (i) violate, conflict with or result in a breach of any provisions of the articles certificate of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Company or any Subsidiary of the Companyits Subsidiaries; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any Lien upon any of the properties of the Company or any Subsidiary of the Company its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contractContract, except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect; (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, made or the failure of which to obtain or make, individually or in the aggregate, could have not had and would not be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable LawsLaws applicable to the Company, any of its Subsidiaries or any of their respective property or assets, except for violations which, individually or in the aggregate, could have not had and would not reasonably be expected to be have a Material to the CompanyAdverse Effect.