Common use of Compliance with Laws and Contracts Clause in Contracts

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans or the consummation of the transactions contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals or consents which will be obtained on or before the initial Advance or are disclosed on SCHEDULE 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied in all material respects with all applicable Laws, statutes, rules, regulations, orders and restrictions of any domestic Governmental Authority, self-regulatory organization or foreign government or any instrumentality or agency thereof, securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective propertiesproperties (including, without limitation the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, NYSE, MSRB and CFTC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans or its Loans, the consummation of the transactions any transaction contemplated in by the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary thereof or the Borrower's or any such Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any such Subsidiary is a party or is subject, or by which it, or its property, is bound, bound or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan DocumentsSection 6.15) in, of or on the property of the Borrower or any such Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any the consent of the stockholders or approval of any Person, except for approvals or consents which will be obtained on or before the initial Advance or are disclosed on SCHEDULE 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries (including RJA and RJFS) have complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any domestic Governmental Authority, Self-Regulatory Organization or foreign government or any instrumentality or agency thereof, securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective propertiesproperties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, and the applicable rules and regulations of the Commission, NASD, NYSE, MSRB and CFTC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower and its Material Subsidiaries are in compliance with all applicable capital requirements of all Governmental Authorities (including, without limitation, Rule 15c3-1). Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans or Loans, the consummation of the transactions any transaction contemplated in by the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary Subsidiary, (b) violate or conflict with the Borrower's ’s or any Subsidiary's ’s charter, articles or certificate of incorporation or by-laws, (bc) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan DocumentsSection 6.16) in, of or on the property Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (cd) require any the consent of the stockholders or approval of any Person, except for approvals or consents which will be obtained on or before the initial Advance or are disclosed on SCHEDULE 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower Each Loan Party and each of its ---------------------------------- Subsidiaries have has complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower any Loan Party nor any of its Subsidiaries of the Loan Documents to which it is a party, any transaction contemplated in such Loan Documents nor compliance with the provisions of such Loan Documents, including in the case of the Borrower the application of the proceeds of the Loans or and the consummation Facility Letters of the transactions contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents Credit will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower such Loan Party or any such Subsidiary or the Borrowersuch Loan Party's or any such Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Loan Party or any such Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted underby, the Loan Documents) in, of or on the property of the Borrower such Loan Party or any such Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals or consents which will be obtained on or before the initial Advance or are disclosed on SCHEDULE 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower Such Credit Party and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower such Credit Party of the Loan Transaction Documents, the application issuance or use of the Letters of Credit, the making of Loans or the use of the proceeds of the Loans or Loans, the consummation of the transactions contemplated in by the Loan Documents, Transaction Documents nor compliance with the provisions of the Loan Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrower such Credit Party or any Subsidiary or the Borrowersuch Credit Party's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan Documents) in, of or on the property of the Borrower such Credit Party or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, agreement or (c) require any consent of the stockholders of any Person, Person except for approvals or consents which will be obtained on or before the initial Advance Letter of Credit issuance or making of a Loan and are disclosed on SCHEDULE 5.3Schedule 3.03, except for any violation of, or failure to obtain an approval or consent required under, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary of the Loan DocumentsDocuments and the other Transaction Documents to which it is a party, the application of the proceeds of the Loans or Loans, the consummation of the transactions Closing Transactions or any other transaction contemplated in the Loan Documents or the other Transaction Documents, nor compliance with the provisions of the Loan Documents or the other Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted underby, the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals or consents which will be obtained on or before the initial Advance or and are disclosed on SCHEDULE Schedule 5.3, except except, with respect to each of clauses (a), (b) and (c) of this Section 5.3, for any violation of, conflict with, default under or failure to obtain an approval or consent required under, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied in all material respects with all applicable domestic and foreign laws (including environmental laws), statutes, rules, regulations, orders and restrictions of any domestic Governmental Authority, self-regulatory organization or foreign government or any instrumentality or agency thereof, securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective propertiesproperties (including the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, NYSE, MSRB and CFTC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans or Loans, the consummation of the transactions any transaction contemplated in by the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-lawslaws (or similar governing documents), (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, bound or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan DocumentsSection 6.17) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any the consent of the stockholders or approval of any Person, except for approvals or consents which will be obtained on or before the initial Advance or are disclosed on SCHEDULE 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans or Loans, the consummation of the transactions any transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals or consents which will be obtained on or before the initial Advance or and are disclosed on SCHEDULE Schedule 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.. 1.6 1.7

Compliance with Laws and Contracts. The Borrower Each Loan Party and each of its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower either Loan Party of the Loan DocumentsDocuments to which it is party, the application of the proceeds of the Loans or the consummation of the transactions contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower such Loan Party or any Subsidiary of its Subsidiaries or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-lawslaws of such Loan Party or any of its Subsidiaries, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Loan Party or any Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted underby, the Loan Documents) in, of or on the property of the Borrower such Loan Party or any Subsidiary of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals or consents which will be obtained on or before the initial Advance or and are disclosed on SCHEDULE 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its ---------------------------------- Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans and the Facility Letters of Credit or the consummation of the transactions any other transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted by, and created under, the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals or consents which will be obtained on or before the initial Advance or and are disclosed on SCHEDULE Schedule 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.. ------------

Compliance with Laws and Contracts. The Borrower Such Credit Party and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower such Credit Party of the Loan Transaction Documents, the application issuance or use of the proceeds Letters of the Loans or Credit, the consummation of the transactions contemplated in by the Loan Documents, Transaction Documents nor compliance with the provisions of the Loan Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrower such Credit Party or any Subsidiary or the Borrowersuch Credit Party's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan Documents) in, of or on the property of the Borrower such Credit Party or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, agreement or (c) require any consent of the stockholders of any Person, Person except for approvals or consents which will be obtained on or before the initial Advance or Letter of Credit issuance and are disclosed on SCHEDULE 5.3Schedule 3.03, except for any violation of, or failure to obtain an approval or consent required under, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries (including RJA, RJFS and RJ Bank) have complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any domestic Governmental Authority, Self-Regulatory Organization or foreign government or any instrumentality or agency thereof, securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective propertiesproperties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower and its Material Subsidiaries are in compliance with all applicable capital requirements of all Governmental Authorities (including, without limitation, Rule 15c3-1 and OTS (or, as applicable, OCC and Board) capital requirements). Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans or Loans, the consummation of the transactions any transaction contemplated in by the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary Subsidiary, (b) violate or conflict with the Borrower's ’s or any Subsidiary's ’s charter, articles or certificate of incorporation or by-laws, (bc) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan DocumentsSection 6.16) in, of or on the property Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (cd) require any the consent of the stockholders or approval of any Person, except for approvals or consents which will be obtained on or before the initial Advance or are disclosed on SCHEDULE 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans or and the Facility Letters of Credit, the consummation of the transactions any transaction contemplated in the Loan Documents, Documents nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted by, and created under, the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals or consents which will be obtained on or before the initial Advance or Restatement Date and are disclosed on SCHEDULE Schedule 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have has complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any domestic Governmental Authority, Self-Regulatory Organization or foreign government or any instrumentality or agency thereof, securities exchange having jurisdiction over the conduct of their respective businesses its business or the ownership of their respective propertiesits Properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, MSRB and CFTC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower is in compliance with all capital requirements of all Governmental Authorities applicable to the Borrower including, without limitation, Rule 15c3-1. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans or Loans, the granting of a security interest in the Collateral under the Security Agreement, the consummation of the transactions any transaction contemplated in by the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, (b) violate or any Subsidiary or conflict with the Borrower's or any Subsidiary's charter, articles or certificate of incorporation charter or by-laws, (bc) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted by, and created under, the Loan Documents) in, of or on the property Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (cd) require any the consent of the stockholders or approval of any Person, except for approvals or consents which will be obtained on or before the initial Advance or are disclosed on SCHEDULE 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect. 5.4.

Compliance with Laws and Contracts. The Borrower Each Loan Party and each of its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower either Loan Party of the Loan DocumentsDocuments to which it is party, the application of the proceeds of the Loans or the consummation of the transactions contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower such Loan Party or any Subsidiary of its Subsidiaries or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-lawslaws of such Loan Party or any of its Subsidiaries, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Loan Party or any Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted underby, the Loan Documents) in, of or on the property of the Borrower such Loan Party or any Subsidiary of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals or consents which will be obtained on or before the initial Advance or and are disclosed on SCHEDULE Schedule 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders orders, judgments, decrees and restrictions restrictions, including without limitation all Environmental Laws, of any domestic or foreign government or any instrumentality or agency thereof, Governmental Authority having jurisdiction over the conduct of their respective businesses or the ownership of their respective propertiesProperties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower of the Loan Documents or the Reorganization Documents, the application of the proceeds of the Loans or Loans, the consummation of the transactions Closing Transactions or any other transaction contemplated in the Loan Documents or the Reorganization Documents, nor compliance with the provisions of the Loan Documents or the Reorganization Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations TG, U and or X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, it or its property, Property is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted underby, the Loan Documents) in, of or on the property Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals or consents which will be have been obtained on at or before the time of the initial Advance or and are disclosed on SCHEDULE 5.3, Schedule 5.3 and except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that which could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Each of the Rawlings Business and the Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution execu- tion and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans or Loans, the consummation of the transactions Closing Transactions, the Restatement Transactions or any other transaction contemplated in the Loan Documents or the other Restatement Documents, nor compliance with the provisions of the Loan Documents or the other Restatement Documents, will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and or X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, ; except for (x) approvals or consents which will be have been obtained on or before the initial Advance or and are disclosed on SCHEDULE Schedule 5.3, except for and (y) any violation of, violations or failure failures to obtain an approval or consent required under, any such indenture, instrument or agreement approvals and consents that could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where in each case for matters which, individually or in the failure to so comply aggregate, could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower and each Subsidiary Guarantor of the Loan DocumentsDocuments to which it is a party, the application of the proceeds of the Loans or Loans, the consummation of the transactions Loans or any other transaction contemplated in the Loan Documents, Documents nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and or X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-lawslaws or partnership agreement, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or partners of any Person, except except, in the case of clauses (b) and (c) of this Section 5.3, for approvals or consents which will be obtained on or before the initial Advance or and are disclosed on SCHEDULE 5.3Schedule 5.3 or which has been obtained on or before the applicable Advance or issuance of the applicable Facility Letter of Credit, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower Such Credit Party and its Covered Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower such Credit Party of the Loan DocumentsTransaction Documents to which such Credit Party is a party, the application issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use of the proceeds of Loans (in the Loans or case of Borrowers), the consummation of the transactions contemplated in by the Loan Documents, Transaction Documents nor compliance with the provisions of the Loan Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrower such Credit Party or any Covered Subsidiary or the Borrowersuch Credit Party's or any Covered Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or any Covered Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan Documents) in, of or on the property of the Borrower such Credit Party or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, agreement or (c) require any consent of the stockholders of any Person, Person except for approvals or consents which will be obtained on or before the initial Advance Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan and are disclosed on SCHEDULE 5.3Schedule 4.03, except for any violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower Industries and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither Except as disclosed on Schedule 5.3, neither the execution and delivery by the Borrower Industries and each Subsidiary of the Loan DocumentsDocuments and the other Transaction Documents to which it is a party, the application of the proceeds of the Loans or Loans, the consummation of the transactions Closing Transactions or any other transaction contemplated in the Loan Documents or the other Transaction Documents, nor compliance with the provisions of the Loan Documents or the other Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Industries or any Subsidiary or the Borrower's Industries' or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower Industries or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan Documents) in, of or on the property of the Borrower Industries or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals (with respect to any violation or consents which will be obtained on or before failure described in the initial Advance or are disclosed on SCHEDULE 5.3foregoing clauses (a), except (b) and (c)) for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower Each Credit Party and each ---------------------------------- of its Subsidiaries have has complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by any Credit Party of the Credit Documents to which it is a party, any transaction contemplated in such Credit Documents nor compliance with the provisions of such Credit Documents, including in the case of the Borrower of the Loan Documents, the application of the proceeds of the Loans or and the consummation Letters of the transactions contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents Credit will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower such Credit Party or any such Subsidiary or the Borrowersuch Credit Party's or any such Subsidiary's charter, articles or certificate of incorporation or incorporation, by-lawslaws or other organizational documents, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or any such Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by or granted under, the Loan Credit Documents) in, of or on the property of the Borrower such Credit Party or any such Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for approvals or consents which will be obtained on or before the initial Advance or are disclosed on SCHEDULE 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that so long as both (x) in cases where the respective indenture, instrument or agreement relates to outstanding Indebtedness, the aggregate principal amount of Indebtedness outstanding under the respective indenture, instrument or agreement shall not exceed $10,000,000 and (y) the aggregate effect of all such violations and failures at any time shall not be such as could not reasonably be expected to have a Material Adverse Effect. As of the Initial Borrowing Date, Schedule 7.03 contains a true and correct list of each agreement, contract or instrument of the types described above in clause (b) where any conflict, right of termination, cancellation or repayment or prepayment, or any breach or default, exists or will exist after giving effect to the consummation of the Transaction, in each case briefly describing the nature of the respective such conflict and the actions proposed to be taken with respect thereto.