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

Non-Contravention; Authorizations and Approvals. Neither Holdings, 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) except as set forth on Schedule 4.21 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, the Company or any of its Subsidiaries is a party or by which Holdings, 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 Holdings, 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 Holdings, the Company or any of its Subsidiaries of any of the 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 Securities hereunder will: (i) violate, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws (or comparable constituent or governing documents) of Holdings, the Company or any of 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 Holdings, the Company or any of its Subsidiaries under, or result in 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, individually or in the aggregate, have not had and would not reasonably be expected to have a Material 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 or the failure to obtain or make which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws applicable to Holdings, 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 would not reasonably be expected to have a Material Adverse Effect.

Non-Contravention; Authorizations and Approvals. Neither HoldingsExcept 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) except as set forth on Schedule 4.21 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, the Company or any of its Subsidiaries is a party or by which Holdings, the Company or any of its Subsidiaries or any of their respective its properties or assets is bound (including, without limitation, the Credit SPV Financing Agreement), or under which Holdings, the Company or any of its Subsidiaries or any of their respective 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 reasonably be expected to have a Material Adverse Effect. None Except as set forth on SCHEDULE 4.05, none of (a) the execution and delivery by Holdings, the Company or any of its Subsidiaries of any of the 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 Purchased Securities hereunder will: (i) violate, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws (or comparable constituent or governing documents) of Holdings, the Company or any of 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 Holdings, the Company or any of its Subsidiaries under, or result in their being declared void, voidable, subject to withdrawal 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, individually or in the aggregate, have not had and would not reasonably be expected to have a Material 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 or the failure of which to obtain or make whichmake, individually or in the aggregate, has have not had and would not reasonably be expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws applicable to Holdings, 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 would not reasonably be expected to have a Material Adverse Effect.

Non-Contravention; Authorizations and Approvals. Neither Holdings, None of 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) except as set forth on in Schedule 4.21 4.07 (such exceptions not to apply at the Closing Time), 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, the Company or any of its Subsidiaries is a party or by which Holdings, the Company or any of its Subsidiaries or any of their respective properties or assets is bound (including, without limitation, the Credit AgreementCompany’s existing credit facility), or under which Holdings, 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 Company Material Adverse Effect. None of (a) the execution and delivery by Holdings, the Company or any of its Subsidiaries of any of the 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 issuance, delivery or transfer of the Securities Assets hereunder will: (i) violate, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws (or comparable constituent or governing documents) of Holdings, the Company or any of 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 Lien, claim or other encumbrance upon any of the properties of Holdings, the Company or any of its Subsidiaries under, or result in their there being declared void, voidable, subject to withdrawal 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, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect; (iii) except as set forth in Schedule 4.07 (but only prior to the Closing Time), 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 whichmake, individually or in the aggregate, has have not had and would not reasonably be expected to have a Company Material Adverse Effect; or (iv) violate any Applicable Laws applicable to Holdings, the Company, Company or 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 would not reasonably reasonable be expected expect to have a Company Material Adverse Effect.