Common use of Governmental Approvals; No Conflicts Clause in Contracts

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) except as could not reasonably be expected to have a Material Adverse Effect, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings the filing of one or other actions, more current reports on Form 8-K with respect to the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectTransactions, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Law applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of to the Borrower or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsassets (except those as to which waivers or consents have been obtained), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and/or other Permitted Liens.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable law or regulation to, Holdings, the Parent Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Parent Borrower or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Parent Borrower or any other Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Parent Borrower or any other Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions and the other transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law Applicable Law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and Subsidiaries, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents and Liens permitted by Section 6.02, and (e) do not require any acknowledgement, agreement or consent under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or their assets, except for such acknowledgements, agreements and consents as have been obtained or made and are in full force and effect, and such acknowledgements, agreements or consents the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect. Schedule 3.03 sets forth for the Borrower and each Subsidiary Loan Party a description of each license from a Governmental Authority which is material to the conduct of the business of such Loan Party as of the Closing Date.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by any Loan Party of this Agreement or any other Loan Document (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order (i) the Organizational Documents of any Governmental AuthorityLoan Party, or (ii) any Requirements of Law applicable to any Loan Party, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) evidencing Material Indebtedness binding upon Holdings, the Borrower or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions Except as set forth in Schedule 3.03 and subject to the Legal Reservations and the Perfection Requirements, the execution, delivery and performance by any Loan Party of this Agreement or any other Loan Document (a) do does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (ci) will not violate any charter, by-laws or other organizational document the Organizational Documents of the Borrower or any other Loan Party, or (ii) any Requirements of its Restricted SubsidiariesLaw applicable to the Borrower or any other Loan Party, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower or any Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary, except Liens created under the Loan Documents or permitted by Section 6.02, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii), (c) and (d)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, or imposition of Lien, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate in any material respect any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or any order of any Governmental Authority, other than any such violation by a Subsidiary that individually or taken together with all such violations by the Subsidiaries could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate in any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate material respect or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted the Subsidiaries, other than any such violation or default by a Subsidiary that individually or taken together with all such violations and defaults by Subsidiaries could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted the Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such those as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (iib) filings will not violate any Requirement of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant Law applicable to the Security DocumentsBorrower or any of its Subsidiaries or any judgment, and (iii) those approvals, consents, registrations, filings order or other actions, the failure ruling of any Governmental Authority which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under (i) the Company Operating Agreement of the Borrower or any indenture, agreement organizational document of any of its Subsidiaries or other instrument (other than the agreements and instruments referred to in clause (c)ii) binding upon any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries which could reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by any Loan Party of this Agreement or any other Loan Document (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other third party, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Holdings, the Borrower or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, the Borrower or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or Regulatory Supervising Organization, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable law or regulation to, Holdings, the Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, (b) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower any Obligor or any of its Restricted Subsidiaries, (d) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Obligor or any of its Restricted Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries (other than the Liens granted to the Collateral Agent for the benefit of the Secured Parties and, after the Effective Date, the Liens permitted under Section 6.02).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, and, in the case of the Borrower, the borrowing of Loans and other credit extensions hereunder and the use of the proceeds thereof, in each case, (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted Subsidiaries, (c) will not violate in any material respect (i) any applicable law or regulation binding on the Borrower or any of its Restricted Subsidiaries or their respective properties or (ii) any order of any Governmental Authority, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, material agreement (including, without limitation, any BRAC Analysis Testing Agreement) or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsSubsidiaries, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, in each case, to the extent any such failure or default would give rise to a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, other than Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Except as set forth on Schedule 3.03, the Financing Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable law or regulation to, Holdings, any Intermediate Parent, Bidco or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Holdings, any Intermediate Parent, Bidco or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower Holdings, any Intermediate Parent, Bidco or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Holdings, any Intermediate Parent, Bidco or any Restricted Subsidiary, except Liens created under the Loan Documents or permitted by Section 6.02, except to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, or imposition of its Restricted Subsidiariesa Lien, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except for (i) filings necessary to perfect Liens created pursuant to the Loan Documents, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required approvals necessary to perfect the security interests granted Liens on any Property of Edgen Murray FZE which constitutes Collateral, provided that such approvals are obtained on or prior to sixty (60) days after appointment of a UAE Collateral Agent pursuant to a UAE Joinder Agreement (and, to the Security Documentsextent any updates are required with respect to the Collateral Agreements with respect to UAE Collateral acquired thereafter, within sixty (60) days after such UAE Collateral is acquired) and (iii) those approvalsapprovals necessary to perfect Liens on any Property of Edgen Murray Pte. Ltd. which constitutes Collateral, consents, registrations, filings provided that such approvals are obtained upon (or other actions, prior to) completion of the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectSingapore Whitewash Procedures in accordance with Section 5.16, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document Requirement of the Borrower Law applicable to any Loan Party or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower any Loan Party or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents (except with respect to any violation set forth in clauses (b) (other than as it relates to any Certificate of Incorporation and Bylaws or other organizational documents or such Person) and (c) which would not reasonably be expected to have a Material Adverse Effect).

Governmental Approvals; No Conflicts. The Transactions No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any third Person are necessary for the execution, delivery or performance by each Borrower or any Subsidiary of this Agreement or the Loan Documents or for the validity or enforceability thereof, except for (a) do not require any consent or approval ofthe filing of UCC-1 Financing Statements and Mortgages in the appropriate state and county filing offices, registration or filing with, or any other action by, any Governmental Authority, except (ib) such as those consents and approvals that have been obtained or made on or prior to the date hereof and that are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iiic) those approvalsthird party approvals or consents which, consentsif not made or obtained, registrationswould not cause a Default hereunder, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectEffect and do not have an adverse effect on the enforceability of the Loan Documents. Neither the execution and delivery of this Agreement or any Loan Document, (b) except as could not reasonably be expected to have a Material Adverse Effectnor compliance with the terms and provisions hereof or thereof, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate conflict with or result in a default under breach of, or require any indentureconsent that has not been obtained as of the Closing Date under, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the respective Organizational Documents of each Borrower or any of its Restricted Subsidiaries or its assetsSubsidiary, any Governmental Requirement, or give rise any other material agreement or instrument to a right thereunder to require any payment to be made by the which each Borrower or any of Subsidiary is a party or by which it is bound or to which it or its Restricted Subsidiaries and (e) will not Properties are subject, or result in the creation or imposition of any Lien on upon any asset of the revenues or assets of each Borrower or any of its Restricted SubsidiariesSubsidiary other than the Liens created by the Loan Documents or expressly permitted hereby.

Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement and by each Loan Party of the other Transaction Documents, or consummation of the Transactions (a) do not require any consent consent, waiver or approval of, notification to, registration or filing with, or any other action by, any Governmental Authority, except (i) such those as have been obtained or made and are in full force and effect, and except for filings required by applicable securities laws and regulations, which filings have been made or will be made on or prior to the date on which such filings are required to be made, and (ii) filings of UCC financing statements, filings the filing with the USPTO and the USCO and the taking FCC of certain of the other actions Loan Documents as required to perfect by the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectCommunications Laws, (b) except as could do not reasonably be expected to have a Material Adverse Effectrequire any consent, will not violate any applicable law waiver or regulation approval of, notification to, registration or filing with, or any order of other action by, any Governmental AuthorityPerson other than those described in clause (a) immediately above, except those listed on Schedule 4.4 hereto or those that have been obtained or made and are in full force and effect, (c) will not violate any charter, by-laws or other organizational document Requirements of Law applicable to the Borrower or any Subsidiary or any judgment, order or ruling of its Restricted Subsidiariesany Governmental Authority, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon on the Borrower or any Subsidiary or any of its Restricted Subsidiaries or its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiary and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of Subsidiary, except Liens created under the Loan Documents. The failure by the Borrower or its Restricted Subsidiaries, as applicable, to obtain the consent or approval or otherwise to satisfy the requirements described in clause (b) immediately above with respect to the items disclosed on Schedule 4.4 could not reasonably be expected to have, individually or collectively, a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a) do as of the date such Loan Document is executed, will not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except (i) filings necessary to perfect Liens created under the Loan Documents, (ii) consents, approvals, registrations or filings of UCC financing statements, filings with the USPTO which have been obtained or made and the USCO are in full force and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and effect or (iii) those approvals, consents, registrations, filings or other actions, the where failure of which to obtain such consent or approval, or make such registration or filing, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Requirement of Law applicable law or regulation to Holdings, the Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration that would not reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of now owned or hereafter acquired by Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiary, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions and the Directories Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any material Governmental AuthorityAuthorization, except (i) such as have been or prior to or concurrently with the consummation of the Transactions or the Directories Transactions, as the case may be, will be obtained or made and are or prior to or concurrently with the consummation of the Transactions or the Directories Transactions, as the case may be, will be in full force and effect, (ii) filings of UCC financing statements, filings notices required to be filed with the USPTO and FCC or any applicable PUC after the USCO and the taking consummation of the other actions required to perfect Transactions or the security interests granted pursuant to Directories Transactions, as the Security Documentscase may be, and (iii) those approvals, consents, registrations, filings or other actions, necessary to perfect the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectTransaction Liens, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (1) any applicable law or regulation or applicable to any order of any Governmental AuthorityWireline Company, (c2) will not violate any the charter, by-laws or other organizational document documents of the Borrower any Wireline Company or (3) any of its Restricted Subsidiariesmaterial Governmental Authorization in any material respect, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Wireline Company or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Wireline Company or give rise to a right of, or result in, termination, cancellation or acceleration of any of its Restricted Subsidiaries obligation thereunder, and (ed) will not result in the creation or imposition of any Lien (other than the Transaction Liens) on any asset of any Wireline Company, except, with respect to clauses (b)(1), (c) and (d), to the Borrower or extent any of its Restricted Subsidiariesthe foregoing could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the obligations under the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Holdings, the Borrower or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, the Borrower or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) that constitutes Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions and the other transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary) or its their assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary), except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Parent Borrower or any of its Restricted SubsidiariesSubsidiaries (including the Receivables Subsidiary), except Liens created under the Loan Documents and Liens permitted by Section 6.02.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect (ii) filings of UCC financing statements, filings any reports required by the Borrower to be filed with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted SEC pursuant to the Security DocumentsExchange Act, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, and (iv) filings and registrations necessary to perfect the Liens on the Collateral, if any, granted by the Loan Parties in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, (b) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiariesother Loan Party, (d) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (e) will not result in the creation or imposition of any Lien other than in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions Except as set forth on Schedule 3.03, the execution, delivery and performance by each Loan Party of each Loan Document to which it is a party (a) as of the date such Loan Document is executed, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect and except (i) filings necessary to perfect Liens created under the Loan Documents or (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the where failure of which to obtain such consent or approval, or make could such registration or filing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Requirement of Law applicable law or regulation to the Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration under this clause (c) or clause (b) above that would not reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiary, except Liens created under the Loan Documents or permitted by Section 6.02.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ix) such as have been obtained or made and are in full force and effect, (iiy) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iiiz) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary) or its assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary), except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Parent Borrower or any of its Restricted SubsidiariesSubsidiaries (including the Receivables Subsidiary), except Liens created under the Loan Documents and Liens permitted by Section 6.02.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the obligations under the Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO effect and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effectexcept for any Perfection Requirements, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Holdings or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) that constitutes Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower Borrower, any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any of its Restricted Subsidiaries obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Holdings or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of the foregoing clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties (other than Holdco, except with respect to clause (b) hereof) of the Loan Documents to which such Loan Parties are a party, the incurrence of Indebtedness hereunder and the granting of the Guarantees and security interests in respect thereof (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, in each case as of the Closing Date, (ii) filings and registrations of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required charges necessary to perfect Liens created under the security interests granted pursuant Loan Documents and to the Security release existing Liens (if any), (iii) stamping of any relevant Loan Documents, and (iiiiv) those consents, approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation Organizational Document of the Borrower or any order of any Governmental Authorityother Loan Party, (c) will not violate any charter, by-laws or other organizational document Requirement of Law applicable to the Borrower or any of its Restricted SubsidiariesSubsidiary, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) each case constituting Material Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, in each case as of the Closing Date, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents and Liens permitted under Section 6.02, except in the cases of its Restricted Subsidiariesclauses (a), (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions transactions to be entered into contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required for those which could not be reasonably be expected to perfect the security interests granted pursuant to the Security Documentshave a Material Adverse Effect, and (iii) those approvalsfor filings and recordings necessary to perfect Liens created under the Loan Documents, consents(b) will not violate any Applicable Law or regulation or the charter, registrations, filings by-laws or other actionsorganizational documents of any Borrower or any other member of the Borrower Affiliated Group or any order of any Governmental Authority, the failure of except for such violation which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the any Borrower or any other member of its Restricted Subsidiaries the Borrower Affiliated Group or its their respective assets, except for such violation or default which could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any material payment to be made by the any Borrower or any other member of its Restricted Subsidiaries the Borrower Affiliated Group, and (ed) will not result in the creation or imposition of any Lien on any material asset of any Borrower or any other member of the Borrower Affiliated Group, except Liens created under the Loan Documents or any of its Restricted Subsidiariesotherwise permitted hereby or thereby.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except where the failure to obtain such consent or approval, to so register or file or to take such other action, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect or a material adverse effect on the rights and remedies (taken as a whole) of the Lenders under the Loan Documents, (iib) filings of UCC financing statementswill not violate any applicable law or regulation or the charter, filings with the USPTO and the USCO and the taking by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, except for such violations (other actions required to perfect the security interests granted pursuant to the Security Documentsthan in respect of any charter, and (iii) those approvals, consents, registrations, filings by-laws or other actionsorganizational documents of the Borrower or any of its Subsidiaries) that, individually or in the failure of which to obtain or make could aggregate, would not reasonably be expected to have a Material Adverse Effect, Effect or a material adverse effect on the rights and remedies (btaken as a whole) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authoritythe Lenders under the Loan Documents, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries the Subsidiaries, except for such violations or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the validity or enforceability of the Loan Documents (taken as a whole) or the rights and remedies (taken as a whole) of the Lenders under the Loan Documents, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted the Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (iA) such as filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been obtained duly obtained, taken, given or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iiiC) those approvals, consents, registrations, filings registrations or other actionsactions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectEffect and (D) those approvals, consents, registrations or other actions or filings required prior to the exercise of any rights or remedies under the Loan Documents that would constitute a transfer of control of, or assignment of, any FCC license or Cable System, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law or regulation or any order of any Governmental Authority, Authority or (cii) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted SubsidiariesLoan Party, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Loan Party, and (ed) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Borrower Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or any of its Restricted Subsidiariesdefault referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Holdings, the Borrower or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, the Borrower or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings effect and except for any reports required to be filed by the Borrower with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted SEC pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectExchange Act, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in any applicable law breach or contravention of any law, rule or regulation or any order order, injunction, writ or decree of any Governmental Authority, (c) will not violate any charterin each case, by-laws applicable to or other organizational document of binding upon the Borrower or any of its Restricted SubsidiariesSubsidiaries or any of its property, (d) except as could except, in any such case, to the extent that a Material Adverse Effect would not reasonably be expected to have a Material Adverse Effectresult therefrom, (c) will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, by which any property or give rise to a right thereunder to require any payment to be made by asset of the Borrower or any of its Restricted Subsidiaries and is bound, except to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom, (ed) will not result in the creation or imposition of any Lien prohibited hereunder on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries and (e) will not violate the charter, by-laws or other organizational documents of the Borrower or any Guarantor.

Governmental Approvals; No Conflicts. The Transactions and the other transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ix) such as have been obtained or made and are in full force and effect, (iiy) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iiiz) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary) or its assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary), except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Parent Borrower or any of its Restricted SubsidiariesSubsidiaries (including the Receivables Subsidiary), except Liens created under the Loan Documents and Liens permitted by Section 6.02.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by any Loan Party of this Agreement or any other Loan Document (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other third party, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (ci) will not violate any charter, by-laws or other organizational document the Organizational Documents of the Borrower or any other Loan Party, or (ii) any Requirements of its Law applicable to the Borrower or any Restricted SubsidiariesSubsidiary, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the obligations under the Loan Documents by the Loan Parties (aincluding the incurrence of Indebtedness and granting of guarantees and Liens thereunder) (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except for Perfection Requirements and other filings or actions necessary to perfect Liens created under the Loan Documents, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order (x) the Organizational Documents of any Governmental AuthorityHoldings, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any other Loan Party or (y) any material Requirements of its Restricted SubsidiariesLaw applicable to Holdings, the Borrower or any other Loan Party, (diii) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) that constitutes Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries other Loan Party or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any other Loan Party, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (eiv) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any other Loan Party, except Liens created under the Loan Documents, the ABL Loan Documents, the Secured Notes Documents and other Liens permitted under Section 6.02, except (in the case of its Restricted Subsidiarieseach of clauses (i), (ii)(y), (iii) and (iv) above) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right or creation or imposition as the case may be, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions transactions to be entered into contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required for those for which a failure to perfect the security interests granted pursuant obtain same could not be reasonably be expected to the Security Documentshave a Material Adverse Effect, and (iii) those approvalsfor filings and recordings necessary to perfect Liens created under the Loan Documents, consents(b) will not violate any Applicable Law or regulation or the charter, registrations, filings by laws or other actionsorganizational documents of any Borrower, any of the failure other Credit Parties, or any Material Foreign Subsidiary or any order of which to obtain or make any Governmental Authority, except for such violations as could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon any Borrower, any of the Borrower other Credit Parties, or any of its Restricted Subsidiaries Material Foreign Subsidiary, or its their respective assets, except for such violations or defaults as could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any material payment to be made by any Borrower, any of the Borrower other Credit Parties, or any of its Restricted Subsidiaries Material Foreign Subsidiary and (ed) will not result in the creation or imposition of any Lien on any material asset of any Borrower, any of the Borrower other Credit Parties, or any of its Restricted SubsidiariesMaterial Foreign Subsidiary, except Liens created under the Loan Documents or otherwise permitted hereby or thereby.

Governmental Approvals; No Conflicts. The Except for the entry of, and pursuant to the terms of, the Order, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are (or will so be) in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or law, including any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Parent Borrower or any of its Restricted SubsidiariesSubsidiary, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indentureindenture or agreement (including the Pre-Petition ABL Credit Agreement, agreement the ABL Credit Agreement to the extent applicable, the Pre-Petition Credit Agreement or other material instrument binding upon the Parent Borrower or any Restricted Subsidiary or any of their assets) (other than defaults arising solely as a result of the agreements and instruments referred to in clause (ccommencement of the Cases)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted Subsidiaries Subsidiary, and (e) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any Restricted Subsidiary, except Liens created pursuant to the Loan Documents or Liens created in connection with the Pre-Petition ABL Credit Agreement, the ABL Credit Agreement to the extent applicable, or the Pre-Petition Credit Agreement, in the case of its Restricted Subsidiariesclauses (a) (as to the Transactions other than entry into the Loan Documents), (b) and (d) above, except for a failure to obtain or make, violation or creation, as applicable, which individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions Except as set forth in Schedule 3.03 and subject to the Legal Reservations and the Perfection Requirements, the execution, delivery and performance by any Loan Party of this Agreement or any other Loan Document (a) do does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Holdings, the Borrower or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, the Borrower or any Governmental Authorityother Loan Party, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents or permitted by Section 6.02, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, or imposition of Lien, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation applicable to the Company or its Subsidiaries or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document or constitutional documents of the Borrower Company or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Company or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment Material Indebtedness to be made paid by the Borrower Company or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Restricted SubsidiariesSubsidiaries other than Ratable Indenture Liens and Liens created under the Loan Documents, except such consents, approvals, registrations, filings or other actions the failure of which to obtain or make, or, in the case of clause (b) at any time after the Effective Date, to the extent such violations, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, in each case as of the Effective Date, (ii) filings and registrations of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required charges necessary to perfect Liens created under the security interests granted pursuant Loan Documents and to the Security release existing Liens (if any), (iii) stamping of any relevant Loan Documents, and (iiiiv) those consents, approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law Organizational Document of the Borrower or regulation or any order of any Governmental Authoritysuch Loan Party, (c) will not violate any charter, by-laws or other organizational document Requirement of Law applicable to the Borrower or any of its Restricted SubsidiariesSubsidiary, (d) except as could not reasonably be expected after giving effect to have a Material Adverse Effectthe Distribution, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) each case constituting Material Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, in each case as of the Effective Date and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents and Liens permitted under Section 6.02; except in the cases of its Restricted Subsidiariesclauses (a), (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests Liens on the Collateral granted pursuant to by the Security Loan Parties under the Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authorityregulation, (c) will not violate any charter, by-laws or other organizational document documents of any of the Borrower Parent or any of its Restricted SubsidiariesSubsidiaries or any order of any Governmental Authority, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon any of the Borrower Parent or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien (other than the Liens on the Collateral granted by the Loan Parties under the Loan Documents) on any asset of any of the Borrower Parent or any of its Restricted Subsidiaries, except for, in the case of clause (a), those consents, approvals, negotiations, filings, or actions, the failure of which to obtain or make could not reasonably be expected to result in a Material Adverse Effect and, in the case of clauses (b) and (d), with respect to any violation or default to the extent such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant except to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, extent that the failure of which to obtain such consent or make could not approval, or register, file, or take such action, would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower Borrower, any Guarantor or any of its Restricted Subsidiariesthe Significant Subsidiaries or any order of any Governmental Authority, (d) except as could such violations of any law, regulation, or order, individually or in the aggregate, that would not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Borrower, any Guarantor or any of its Restricted the Significant Subsidiaries or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower Borrower, any Guarantor or any of its Restricted Subsidiaries the Significant Subsidiaries, in each case (except in the case of any indenture or other agreement governing Material Indebtedness) which would, individually or in the aggregate with such other instances, reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted the Significant Subsidiaries, other than any Liens permitted by Section 6.01.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect including the reporting to and acceptance by the relevant foreign exchange authority under the Foreign Exchange Transaction Act of Korea and related regulations (“FETA”) regarding the Guarantees and the borrowing by the Borrower under this Agreement (collectively, the “FETA Reporting”) and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could has not had and would not reasonably be expected to have a Material Adverse Effect, (b) except as could has not had and would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws laws, constitutive document or other organizational document of the Borrower Parent or any of its Restricted Subsidiaries, (d) except as could has not had and would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Parent or any of its Restricted Subsidiaries or its any of their assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents by each Loan Party party thereto (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been (or, in the case of filings relating to the consummation of the Merger, substantially contemporaneously with the funding of Loans on the Effective Date will be) obtained or made and are (or will so be) in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law or regulation or (ii) any order applicable Order of any Governmental Authority, except to the extent such violation would not reasonably be expected to result in a Material Adverse Effect, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted SubsidiariesLoan Party, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) evidencing Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries (other than pursuant to a Loan Document) except to the extent such violation, default or right, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by any Loan Party of this Agreement or any other Loan Document (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Holdings, Intermediate Holdings or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, Intermediate Holdings or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Holdings, Intermediate Holdings or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of the Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statementsand recordings with respect to the Collateral to be made, filings with the USPTO and the USCO and the taking or otherwise delivered to Collateral Agent for filing and/or recordation, as of the other actions required to perfect the security interests granted pursuant to the Security DocumentsEffective Date, and (iii) those approvals, consents, registrations, filings or other actions, actions (A) that are set forth in Schedule 4.03(a) or (B) the failure absence of which to obtain or make could would not (I) reasonably be expected to have impair or delay in any material respect any Loan Party’s ability to perform its obligations under the Loan Documents to which it is a Material Adverse Effectparty or to consummate the transactions contemplated by such Loan Documents or (II) be material to the business, financial condition or operating results of the Loan Parties and their respective Subsidiaries, taken as a whole, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law or regulation or any order of any Governmental AuthorityLaw, (cii) will not violate any the charter, by-laws or other organizational document documents of the Borrower any Loan Party or (iii) any order of its Restricted Subsidiariesany Governmental Authority binding on any Loan Party, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsLoan Party, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (ed) will not result in the creation or imposition of of, or the requirement to create, any Lien on any asset of any Loan Party (other than pursuant to the Borrower Loan Documents), except, with respect to any violation or any of its Restricted Subsidiariesdefault referred to in clauses (b)(i), (b)(iii), or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, in each case as of the Effective Date, (ii) filings and registrations of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required charges necessary to perfect Liens created under the security interests granted pursuant Loan Documents and to the Security release existing Liens (if any), (iii) stamping of any relevant Loan Documents, and (iiiiv) those consents, approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation Organizational Document of the Parent, Holdco or any order of any Governmental Authorityother Loan Party, (c) will not violate any charter, by-laws or other organizational document Requirement of Law applicable to the Borrower Parent or any of its Restricted SubsidiariesSubsidiary, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) each case constituting Material Indebtedness binding upon the Borrower Parent or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, in each case as of the Effective Date and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any Restricted Subsidiary, except Liens created under the Loan Documents and Liens permitted under Section 6.02; except in the cases of its Restricted Subsidiariesclauses (a), (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the obligations under the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Holdings, the Borrower or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, the Borrower or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) that constitutes Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiaries.each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. SECTION 3.04

Governmental Approvals; No Conflicts. The Transactions execution, delivery, and performance by such Obligor of the Loan Documents described in Section 5.01 hereof (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law Applicable Law or regulation or the charter, by-laws or other organizational documents of any Obligor or any Subsidiary of any Obligor or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Obligor or any Subsidiary of its Restricted Subsidiaries any Obligor or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or any Subsidiary of its Restricted Subsidiaries and any Obligor, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower any Obligor or any Subsidiary of its Restricted Subsidiariesany Obligor, except Liens created under the Loan Documents and Liens permitted by Section 10.2.2 of the Loan Agreement, and (e) do not require any acknowledgement, agreement or consent under any indenture, agreement or other instrument binding upon any Obligor or any Subsidiary of any Obligor or their assets, except for such acknowledgements, agreements and consents as have been obtained or made and are in full force and effect, and such acknowledgements, agreements or consents the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such those as have been obtained or made and are in full force and effect, effect and except (i) for filings and recordings necessary to perfect or maintain perfection of the Liens created under the Loan Documents and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as will not violate any Requirement of Law applicable to any Loan Party or any of its Restricted Subsidiaries or any judgment, order or ruling of any Governmental Authority where such violation could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Contractual Obligation of any Loan Party or any of its Restricted Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or any of its Restricted Subsidiaries where such violation, default or payment could reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower any Loan Party or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions ------------------------------------- and the making of each Loan (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvalsexcept for filings necessary and appropriate to register the Subordinated Notes under the Securities Act of 1933, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effectas amended, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiaries, except, as disclosed in the offering documents for the Subordinated Notes, the provisions of Section 6.07 of this Agreement may conflict with the provisions of the Subordinated Notes requiring the Borrower to offer to repurchase the Subordinated Notes upon a Change of Control (as defined therein) and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution and delivery by each Loan Party of, the performance by each Loan Party of its obligations under, each Loan Document to which it is a party, extensions of credit hereunder, the issuance of the Senior Notes and the use of proceeds of the extensions of credit hereunder and the Senior Notes (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the approvals, consents, registrations, actions and filings which have been obtained duly obtained, taken, given or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, effect and (iii) those approvals, consents, registrations, filings registrations or other actionsactions or filings, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law or regulation or any order of any Governmental Authority, Authority or (cii) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted SubsidiariesLoan Party, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Loan Party, and (ed) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Borrower Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or any of its Restricted Subsidiariesdefault referred to in clause (b)(i) or (c) above, to the extent that such violation or default would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could has not had and would not reasonably be expected to have a Material Adverse Effect, (b) except as could has not had and would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower Parent or any of its Restricted Subsidiaries, (d) except as could has not had and would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Parent or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its Restricted SubsidiariesSubsidiaries (other than the Liens created pursuant to the Collateral Documents).

Governmental Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ia) such as have been or prior to or concurrently with the consummation of the Transactions will be obtained or made and are or prior to or concurrently with the consummation of the Transactions will be in full force and effecteffect (except such consents, approvals, registrations or filings which will be required at the time, if any, of the exercise of remedies under the Loan Documents by the Administrative Agent and the Lenders), (iib) filings of UCC financing statementsnotices, filings if any, required to be filed with the USPTO and FCC or any applicable State PUC after the USCO and the taking consummation of the other actions required to perfect the security interests granted pursuant to the Security Documents, Transactions and (iiic) those consents, approvals, consents, registrations, filings or other actions, actions which the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (bii) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Parent, the Borrower or any Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) or any order of its Restricted Subsidiariesany Governmental Authority (subject to compliance with any applicable law or regulation which, (d) except as could upon the exercise of remedies hereunder by the Administrative Agent and the Lenders, requires filing with or approval of a Governmental Authority), except, in the case of any such applicable law or regulation, for such violations that would not reasonably be expected to have result in a Material Adverse Effect, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Parent, the Borrower or any Subsidiary or its assets (other than the agreements and instruments referred to in clause (cLoan Documents)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower or any of its Restricted Subsidiaries Subsidiary, or result in a default under any indenture for the Senior Notes, except for such violations, defaults and payments that would not reasonably be expected to result in a Material Adverse Effect and (eiv) will not result in the creation or imposition of any Lien on any asset of the Parent, the Borrower or any of its Restricted Subsidiariesthe Subsidiaries (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect), other than, with respect to each Loan Party, Liens permitted by Section 7.2 and each Security Document to which such Loan Party is a party.

Governmental Approvals; No Conflicts. The Transactions and Restatement Transactions and the other transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ix) such as have been obtained or made and are in full force and effect, (iiy) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iiiz) those consents, approvals, consents, registrations, filings or other actions, actions the failure of which to obtain or make perform could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary) or its assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Parent Borrower or any of its Restricted Subsidiaries (including the Receivables Subsidiary), except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Parent Borrower or any of its Restricted SubsidiariesSubsidiaries (including the Receivables Subsidiary), except Liens created under the Loan Documents and Liens permitted by Section 6.02.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for such as have been obtained or made and are in full force and effect, (iieffect,(ii) for filings of UCC financing statements, filings with the USPTO and the USCO and the taking recordings in respect of the other actions required to perfect the security interests granted Liens created pursuant to the Security Documents, Documents and (iii) those for consents, approvals, registrations or filings in connection with the Vincor Acquisition either (x) that are specified in Schedule A to the Vincor Arrangement Agreement (all of which required consents, registrationsapprovals, registrations and filings shall have been obtained as of the Effective Date) or other actions(y) in the case of any consents, approvals, registrations and filings that are not specified in Schedule A to the Vincor Arrangement Agreement, the failure absence of which to obtain or make could not reasonably be expected to have a Material Adverse EffectEffect (collectively for this clause (y), “Immaterial Acquisition Approvals”), (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, Authority (cother than any such violations resulting from a failure to obtain any Immaterial Acquisition Approvals) will not violate any or the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsassets (other than any applicable Disclosed Matters), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries such Person, and (ed) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those for immaterial consents, approvals, consents, registrations, filings filing or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law or regulation or (ii) in any order of any Governmental Authoritymaterial respect, (c) will not violate any the charter, by-laws or other organizational document documents of the such Borrower or any of its Restricted SubsidiariesSubsidiaries or any order of any Governmental Authority binding on such Person, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Parent Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any of its Restricted Subsidiaries, except Liens created under and Liens permitted by the Loan Documents, except to the extent such violation or default referred to in clause (b)(i) or (c) above could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) except as could not reasonably be expected to have a Material Adverse Effect, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings the filing on or other actions, about the failure Closing Date or the Initial Funding Date of which one or more current reports on Form 8-K with respect to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Transactions, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Law applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of to the Borrower or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsassets (except those as to which waivers or consents have been obtained), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the obligations under the Loan Documents by the Loan Parties (aincluding the incurrence of Indebtedness and granting of guarantees and Liens thereunder) (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except for Perfection Requirements and other filings or actions necessary to perfect Liens created under the Loan Documents, (ii) filings will not violate (x) the Organizational Documents of UCC financing statementsHoldings, filings with the USPTO and the USCO and the taking any Borrower or any other Loan Party or (y) any material Requirements of the Law applicable to Holdings, any Borrower or any other actions required to perfect the security interests granted pursuant to the Security DocumentsLoan Party, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) that constitutes Material Indebtedness binding upon the Holdings, any Borrower or any of its Restricted Subsidiaries other Loan Party or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Holdings, any Borrower or any other Loan Party, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (eiv) will not result in the creation or imposition of any Lien on any asset of the Holdings, any Borrower or any other Loan Party, except Liens created under the Loan Documents, the First Lien Loan Documents, the Secured Notes Documents and other Liens permitted under Section 6.02, except (in the case of its Restricted Subsidiarieseach of clauses (i), (ii)(y), (iii) and (iv) above) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right or creation or imposition as the case may be, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ia) such as have been or prior to or concurrently with the consummation of the Transactions will be obtained or made and are or prior to or concurrently with the consummation of the Transactions will be in full force and effecteffect (except such consents, approvals, registrations or filings which will be required at the time, if any, of the exercise of remedies under the Loan Documents by the Administrative Agent and the Lenders), (iib) filings of UCC financing statementsnotices, filings if any, required to be filed with the USPTO and FCC or any applicable State PUC after the USCO and the taking consummation of the other actions required to perfect the security interests granted pursuant to the Security Documents, Transactions and (iiic) those consents, approvals, consents, registrations, filings or other actions, actions which the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (bii) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Parent, the Borrower or any Subsidiary or any order of its Restricted Subsidiariesany Governmental Authority (subject to compliance with any applicable law or regulation which, (d) except as could upon the exercise of remedies hereunder by the Administrative Agent and the Lenders, requires filing with or approval of a Governmental Authority), except, in the case of any such applicable law or regulation, for such violations that would not reasonably be expected to have result in a Material Adverse Effect, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Parent, the Borrower or any Subsidiary or its assets (other than the agreements and instruments referred to in clause (cLoan Documents)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower or any of its Restricted Subsidiaries Subsidiary, or result in a default under either the indenture for the Senior Notes or the indenture for the New Notes, except for such violations and defaults that would not reasonably be expected to result in a Material Adverse Effect and (eiv) will not result in the creation or imposition of any Lien on any asset of the Parent, the Borrower or any of its Restricted Subsidiariesthe Subsidiaries (other than, with respect to each Loan Party, Liens permitted by Section 7.2 and each Security Document to which such Loan Party is a party).

Governmental Approvals; No Conflicts. (a) The Transactions (ai) do not require any consent or approval of, registration or filing (other than periodic informational filings that the Borrower is required to make, for tax purposes, with the Ministry of Finance and Public Credit and that do not have an effect on the obligations of the Borrower under Section 2.12) with, or any other action by, any Governmental AuthorityAuthority (including, regulations of the Central Bank of Mexico), except (i) such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect or continue Liens created under the Loan Documents, including (A) the filings and recording of the Mortgage with (x) the Telecommunications Registry maintained by SCT, (y) each Public Registry of Property where real estate subject to the Mortgage may be located and (z) the Public Registry of Commerce of the Federal District of Mexico) and (B) SCT approval for the amendment of the security interest created in respect of the Region 9 Concession, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (ciii) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement agreement, concession, permit or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (eiv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Except as set forth on Schedule 3.03, the First Lien Financing Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security First Lien Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable law or regulation to, Holdings, any Intermediate Parent, the Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, any Intermediate Parent, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary(other than Liens created under the First Lien Loan Documents) except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings effect or other actions, the failure of which to obtain if not obtained or make made could not reasonably be expected to have result in a Company Material Adverse EffectEffect and except filings reasonably necessary to release or perfect Liens pursuant to the Security Documents to the extent required by the Security Documents, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charterOrganizational Document of Holdings, by-laws or other organizational document of the Borrower or any Subsidiary, (c) (i) will not violate any Requirement of its Restricted SubsidiariesLaw applicable to Holdings, the Borrower or any Subsidiary in any material respect and (ii) will not violate any material Requirement of Law applicable to Holdings, the Borrower or any Subsidiary; (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, (e) will not violate or result in a default under the Merger Agreement and (ef) will not result in the creation or imposition of any Lien on any asset material assets of Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiary, except Liens pursuant to the Security Documents.

Governmental Approvals; No Conflicts. The Transactions Except as set forth on Schedule 3.03, the execution, delivery and performance by each Loan Party of each Loan Document to which it is a party (a) as of the date such Loan Document is executed, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect and except (i) filings necessary to perfect Liens created under the Loan Documents or (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the where failure of which to obtain such consent or approval, or make could such registration or filing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Requirement of Law applicable law or regulation to Holdings, the Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration under this clause (c) or clause (b) above that would not reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiary, except Liens created under the Loan Documents or permitted by Section 6.02.

Governmental Approvals; No Conflicts. The Neither the Transactions nor the granting of Liens pursuant to the Collateral Documents (including, but not limited to, the perfection or maintenance of the Liens created under the Collateral Documents and the first priority nature thereof and the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral (other than FCC Licenses) pursuant to the Collateral Documents) (a) do not require any consent consent, Authorizations, or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect and except that (i) certain of the Loan Documents may have to be filed with the FCC and the Securities and Exchange Commission after the Effective Date and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking prior approval of the other actions FCC will be required for the Lenders to perfect the security interests granted pursuant exercise certain of their rights with respect to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectBroadcast Stations, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents by each Loan Party party thereto (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been (or, in the case of filings relating to the consummation of the Mergers, substantially contemporaneously with the funding of the Initial Term B Loans on the Effective Date will be) obtained or made and are (or will so be) in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law or regulation or (ii) any order applicable Order of any Governmental Authority, except to the extent such violation would not reasonably be expected to result in a Material Adverse Effect, (c) will not violate the Organizational Documents of any charter, by-laws or other organizational document of the Borrower or any of its Restricted SubsidiariesLoan Party, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) evidencing Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries or its their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries (other than pursuant to a Loan Document) except to the extent such violation, default or right, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of any Borrower or any other Person), except (i) such as have been obtained or made and are in full force and effect, (iib) filings of UCC financing statementswill not violate any applicable law or regulation or the charter, filings with the USPTO and the USCO and the taking by-laws or other organizational documents of the other actions required to perfect the security interests granted pursuant to the Security DocumentsCompany or any of its Material Subsidiaries or any order of any Governmental Authority, and (iii) those approvalsnor is any such consent, consentsapproval, registrationsregistration, filings filing or other actionsaction necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, the failure of which to obtain except such as have been obtained or make made and are in full force and effect other than those third party approvals or consents which, if not made or obtained would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect, (b) except as could Effect or do not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order an adverse effect on the enforceability of any Governmental Authoritythe Loan Documents, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under the Existing Notes, any indenture pursuant to which any Existing Notes are issued or any other indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Company or any of its Restricted Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any of its Restricted Subsidiaries Material Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Restricted Material Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution and delivery of each Loan Document by each Loan Party party thereto and its performance of the Loan Documents: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those for consents, approvals, consents, registrations, filings filing or other actions, the failure of which to obtain or make could would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) any applicable law Law or regulation or (ii) in any order of any Governmental Authoritymaterial respect, (c) will not violate any the charter, by-laws or other organizational document documents of the Borrower such Loan Party or any order of its Restricted Subsidiariesany Governmental Authority binding on such Loan Party, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Parent Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any material Lien on any asset of the Parent Borrower or any of its Restricted Subsidiaries, except Liens created under and Liens permitted by the Loan Documents, and except to the extent such violation or default referred to in clause (b)(i) or (c) above could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, ------------------------------------ delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such those as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings effect or other actions, where the failure of which to obtain do so, individually or make in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as Authority which could not reasonably be expected to have a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of the Borrower or any of its Consolidated Subsidiaries, (d) will not violate or result in a default under any indenture, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon on the Borrower or any of its Restricted Consolidated Subsidiaries or any of its assets, assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Consolidated Subsidiaries and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Consolidated Subsidiaries, except Liens (if any) created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings effect and except for any reports required to be filed by the Borrower with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted SEC pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectExchange Act, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in any applicable law breach or contravention of any law, rule or regulation or any order order, injunction, writ or decree of any Governmental Authority, (c) will not violate any charterin each case, by-laws applicable to or other organizational document of binding upon the Borrower or any of its Restricted SubsidiariesSubsidiaries or any of its property, (d) except as could except, in any such case, to the extent that a Material Adverse Effect would not reasonably be expected to have a Material Adverse Effectresult therefrom, (c) will not violate or result in a default under any Material Agreement, any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, by which any property or give rise to a right thereunder to require any payment to be made by asset of the Borrower or any of its Restricted Subsidiaries and is bound, except, in each case, to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom, (ed) will not result in the creation or imposition of any Lien prohibited hereunder on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries and (e) will not violate the Organization Documents of the Borrower or any Subsidiary Guarantor.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, in each case, as of the Effective Date, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could would not reasonably be expected to have a Material Adverse Effect, (b) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower any Obligor or any of its Restricted Subsidiaries, (d) except as could would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Obligor or any of its Restricted Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries (other than the Liens granted to the Collateral Agent for the benefit of the Secured Parties and, after the Effective Date, the Liens permitted under Section 6.02).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the obligations under the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate (i) the Organizational Documents of any Loan Party, or (ii) any Requirements of Law applicable law or regulation to Holdings or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) that constitutes Material Indebtedness binding upon the Borrower Holdings or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower Holdings or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Holdings or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statementsand except for such consents, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or and other actions, actions the failure of which to obtain or make could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (b) except as will not violate (i) any applicable law or regulation, except, in the case of this clause (i), for such violations which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (cii) will not violate any the charter, by-laws or other organizational document documents of the Borrower or any of its Restricted SubsidiariesSubsidiaries or (iii) any order of any Governmental Authority, except, in the case of this clause (d) except as iii), for such violations which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, except for such violations and defaults which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Material Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except for (x) filings, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required notifications or registrations necessary to perfect the security interests granted Liens created pursuant to the Security Documents, Loan Documents and (iiiy) those consents, approvals, consents, registrations, filings or other actions, actions that will be obtained or made in connection with the failure of which Acquisition on or prior to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Closing Date, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect) or the charter, by-laws or other Organizational Documents of Holdings or any of its Material Subsidiaries or any order of any Governmental Authority, (c) will not violate in any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate material respect or result in a default under any indenture, any material agreement or other material instrument (other than except such non-compliance that, individually or in the agreements and instruments referred aggregate, could not reasonably be expected to result in clause (c)a Material Adverse Effect) binding upon the Borrower Holdings or any of its Restricted Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Holdings or any of its Restricted Material Subsidiaries (other than the Indebtedness set forth on Schedule 3.03), and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Holdings or any of its Restricted Material Subsidiaries, other than Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The entry into the Loan Documents and the performance of the Loan Financing Transactions contemplated thereunder (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect in all material respects, (ii) filings of UCC financing statementsfilings, filings with the USPTO consents and the USCO and the taking of the other actions required notices necessary to perfect or acknowledge, or for the security interests granted pursuant exercise of remedies under, the Transaction Liens and (iii) notices required under the Mining Permits (including to the Bureau of Alcohol, Tobacco and Firearms) and Environmental Permits regarding a change in control solely to the extent required for the exercise of remedies under the Security Documents, and (iii) those approvals, consents, registrations, filings which will be given to the applicable Governmental Authority on or other actions, prior to the failure of date by which to obtain or make could not reasonably be expected to have a Material Adverse Effectsuch notices are due, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document documents of the Borrower or any of its Restricted Subsidiaries, (c) will not violate any applicable law or regulation (including any Environmental Law or Mining Law) or any order of any Governmental Authority (including any Environmental Permit or Mining Permit), (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, lease (including any Mining Lease), agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsany of their respective properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries to make any payment, except in each case referred to in clause (c) or (d) to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect and (e) will not result in the creation or imposition of any Lien (other than the Transaction Liens) on any asset property of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such those as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (iib) filings will not violate any Requirement of UCC financing statementsLaw applicable to Parent or any of its Restricted Subsidiaries or any judgment, filings with order or ruling of any Governmental Authority except, in the USPTO and the USCO and the taking case of the other actions required to perfect the security interests granted pursuant to the Security Documents, clauses (a) and (iii) those approvalsb), consents, registrations, filings or other actions, the failure of which to obtain or make could as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document Organization Document of the Borrower Parent or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower material Contractual Obligation of Parent or any of its Restricted Subsidiaries except as would not reasonably be expected to have, either individually or its assetsin the aggregate, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Material Adverse Effect and (ef) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its Restricted Subsidiaries, except Liens created under the Loan Documents or otherwise permitted hereunder.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except for filings required to be made with the SEC under the Exchange Act or the Securities Act after the execution of the Loan Documents or necessary to perfect Liens created pursuant to the Loan Documents, (b) will not (i) violate in any respect any Requirements of Law applicable to the Borrower or any Subsidiary, (ii) filings of UCC financing statements, filings with violate the USPTO and the USCO and the taking Organizational Documents of the other actions required to perfect the security interests granted pursuant to the Security Documents, and Borrower or any of its Subsidiaries or (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, other than Liens created or permitted under the Loan Documents, except (in the case of clause (a), (b)(i), (b)(iii) or (c)), to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Holdings, Intermediate Holdings or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, Intermediate Holdings or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Holdings, Intermediate Holdings or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of the Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect and except filings necessary to perfect Liens created under the Loan Documents or (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, where the failure of which to obtain such consent or approval or make could such registration or filing, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Borrower or any of their Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its Restricted their Subsidiaries or its their assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any of its Restricted their Subsidiaries (other than repayment of the Existing DAP Indebtedness), and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of its Restricted their Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except (i) filings necessary to perfect Liens created under the Loan Documents, (ii) consents, approvals, registrations or filings of UCC financing statements, filings with the USPTO which have been obtained or made and the USCO are in full force and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and effect or (iii) those approvals, consents, registrations, filings or other actions, the where failure of which to obtain such consent or approval, or make such registration or filing, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Requirement of Law applicable law or regulation to Holdings, the Borrower or any order of any Governmental AuthoritySubsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument (other than including the agreements and instruments referred to in clause (c)ABL Credit Agreement) binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration that would not reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of now owned or hereafter acquired by Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiary, except Liens created under the Loan Documents or the ABL Credit Agreement Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect and (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make has not had and could not reasonably be expected to have a Material Adverse Effect, (b) except as has not had and could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as has not had and could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries (other than the Liens created pursuant to the Collateral Documents).

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect (ii) filings of UCC financing statements, filings except for any reports required to be filed by the Borrower with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted SEC pursuant to the Security DocumentsExchange Act, and (iii) those approvals, consents, registrations, filings or other actions, provided that the failure to make any such filings shall not affect the validity or enforceability of which to obtain this Agreement or make could not reasonably be expected to have a Material Adverse Effectany such other Loan Document or the rights and remedies of the Administrative Agent and the Lenders hereunder or thereunder), (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate in any applicable material respect any law or regulation or any order of any Governmental Authority, (c) will not violate any charterin each case, by-laws applicable to or other organizational document of binding upon the Borrower or any of its Restricted Subsidiariesproperty, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, by which any property or give rise to a right thereunder to require any payment to be made by asset of the Borrower or any of its Restricted Subsidiaries and is bound, except to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom, (ed) will not result in the creation or imposition of any Lien prohibited hereunder on any asset of the Borrower or any of its Restricted Subsidiaries and (e) will not violate the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the obligations under the Loan Documents (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO effect and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effectexcept for any Perfection Requirements, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Holdings or any order other Loan Party or the Blocked Borrower, or (ii) any Requirements of Law applicable to Holdings or any Governmental AuthorityRestricted Subsidiary or the Blocked Borrower, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) that constitutes Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its the Blocked Borrower or their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower Borrower, any Restricted Subsidiary or the Blocked Borrower, or give rise to a right of, or result in, termination, cancellation or acceleration of any of its Restricted Subsidiaries obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Holdings or any Restricted Subsidiary or the Blocked Borrower, except Liens created under the Loan Documents and the ABL Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created under the Loan Documents, (ii) filings the reporting and/or disclosure of UCC financing statements, filings with the USPTO certain Loan Documents as required by Sections 73.3526 and the USCO and the taking 73.3613 of the other actions required to perfect the security interests granted pursuant to the Security Documents, FCC’s rules and (iii) those approvals, consents, registrations, filings or other actions, the failure approval by the FCC of which to obtain or make could not reasonably be expected to have a Material Adverse Effectthe acquisition of any Broadcast License, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Parent, the Borrower or any order other Loan Party, or (ii)any Requirements of any Governmental AuthorityLaw applicable to Parent, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will c)will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Parent, the Borrower or any of its other Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Parent, the Borrower or any of its Restricted Subsidiaries Subsidiaries, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of Parent, the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect and except for (iix) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required or registrations necessary to perfect the security interests granted Liens created pursuant to the Security Loan Documents, (y) filings or registrations required in connection with the White Wash Requirements and (iiiz) those consents, approvals, consents, registrations, filings or other actions, actions that will be obtained or made in connection with the failure of which Acquisition and each other transaction set forth in the Structure Paper on or prior to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Closing Date, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect) or the charter, by-laws or other organizational documents of the Parent, Irish Holdco or any of their respective Material Restricted Subsidiaries or any order of any Governmental Authority, (c) will not violate in any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate material respect or result in a default under any indenture, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Parent, Irish Holdco or any of its their respective Material Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Parent, Irish Holdco or any of its their respective Material Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Parent or any of its Material Restricted Subsidiaries, other than Liens created under the Loan Documents and in connection with any Endo Secured Intercompany Proceeds Loans or other Intercompany Proceeds Loans that are secured in accordance with the definition thereof.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate in any material respect any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or any order of any Governmental Authority, other than any such violation by a Subsidiary that individually or taken together with all such violations by Subsidiaries could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate in any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate material respect or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted the Subsidiaries, other than any such violation or default by a Subsidiary that individually or taken together with all such violations and defaults by Subsidiaries could not reasonably be expected to result in a Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted the Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such consents, approvals, registrations or filings as have been obtained or made and are in full force and effect, other than (i) routine filings made with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and (ii) filings of UCC financing statements, filings with the USPTO to maintain corporate good standing and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effectroutine licenses, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under (i) any charterindenture, by-laws agreement or instrument relating to the Existing Public Debt or the Medium Term Notes or (ii) any other indenture, agreement or other organizational document of the Borrower instrument binding upon any Loan Party or any of its Restricted SubsidiariesSubsidiaries or its assets, other than defaults or violations for which consents or waivers have been obtained or, solely with respect to any indenture, agreement or instrument described in clause (d) except as ii), which defaults or violations, individually or in the aggregate could not reasonably be expected to have result in a Material Adverse Effect, (d) will not violate or result in give rise to a default right under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder assets to require any payment to be made by the Borrower any Loan Party or any of its Restricted Subsidiaries other than any payments contemplated to be made in connection with the Transactions, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower any Loan Party or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (ia) such as have been or prior to or concurrently with the consummation of the Transactions will be obtained or made and are or prior to or concurrently with the consummation of the Transactions will be in full force and effecteffect (except such consents, approvals, registrations or filings which will be required at the time, if any, of the exercise of remedies under the Loan Documents by the Administrative Agent and the Lenders), (iib) filings of UCC financing statementsnotices, filings if any, required to be filed with the USPTO and FCC or any applicable State PUC after the USCO and the taking consummation of the other actions required to perfect the security interests granted pursuant to the Security Documents, Transactions and (iiic) those consents, approvals, consents, registrations, filings or other actions, actions which the failure of which to obtain or make could would not reasonably be expected to have result in a Material Adverse Effect, (bii) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document documents of the Parent, the Borrower or any Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) or any order of its Restricted Subsidiariesany Governmental Authority (subject to compliance with any applicable law or regulation which, (d) except as could upon the exercise of remedies hereunder by the Administrative Agent and the Lenders, requires filing with or approval of a Governmental Authority), except, in the case of any such applicable law or regulation, for such violations that would not reasonably be expected to have result in a Material Adverse Effect, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Parent, the Borrower or any Subsidiary or its assets (other than the agreements and instruments referred to in clause (cLoan Documents)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower or any of its Restricted Subsidiaries Subsidiary, or result in a default under any indenture for the Senior Notes, except for such violations, defaults and payments that would not reasonably be expected to result in a Material Adverse Effect and (eiv) will not result in the creation or imposition of any Lien on any asset of the Parent, the Borrower or any of its Restricted Subsidiaries.the Subsidiaries (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect), other than, with respect to each Loan Party, Liens permitted by Section 7.2 and each Security Document to which such Loan Party is a party. 1821445.29\C072091\0303228

Governmental Approvals; No Conflicts. The Transactions (a) The execution, delivery and performance of this Agreement and the Company Documents and the consummation of the transactions contemplated thereby (i) do not require any consent or approval of, registration or filing with, or any other action byby or before, any Governmental Authority, except (i) for the Required Regulatory Approvals and such as have been obtained or made and are in full force and effecteffect and except filings necessary to perfect Liens created in connection with the Indenture or the Credit Agreement, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law Law, including any applicable business combination, control share and any other similar anti-takeover statutes, or regulation the charter, by-laws or other organizational documents of the Company or any of the Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (diii) except as could not reasonably be expected to have a Material Adverse Effectset forth in Section 3.03(a) of the Disclosure Schedule, will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower Company or any of its Restricted the Subsidiaries or its any of their assets, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any of its Restricted Subsidiaries and the Subsidiaries, (eiv) will not result in the creation or imposition of any Lien on any asset of the Borrower Company or any of the Subsidiaries, except Liens created in connection with the Indenture and the Credit Agreement, and (v) will not give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the charter by-laws or other organizational documents or any agreement or instrument applicable to the Company of any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent No authorizations, approvals or approval consents of, registration and no filings or filing registrations with, or any other action by, any Governmental AuthorityAuthority or any third Person are necessary for the execution, delivery or performance by the Parent, the Borrower or any Restricted Subsidiary of this Agreement or the Loan Documents or for the validity or enforceability thereof, except for (i) such the recording and filing of the Collateral Documents as have been obtained or made required by this Agreement and are in full force and effect, (ii) filings those third party approvals or consents which, if not made or obtained, would not cause a Default or Event of UCC financing statementsDefault hereunder, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse EffectEffect and do not have an adverse effect on the enforceability of the Loan Documents. Neither the execution and delivery of this Agreement or any Loan Document, (b) except as could not reasonably be expected to have a Material Adverse Effectnor compliance with the terms and provisions hereof or thereof, will conflict with or result in a breach of, or require any consent that has not violate any applicable law or regulation or any order been obtained as of any Governmental Authoritythe Effective Date under, (c) will not violate any charterthe respective Organizational Documents of the Parent, by-laws or other organizational document of the Borrower or any of Restricted Subsidiary, any Governmental Requirement, any Unsecured Notes Document or any other material agreement or instrument to which the Parent, the Borrower or any Restricted Subsidiary is a party or by which it is bound or to which it or its Restricted SubsidiariesProperties are subject, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in constitute a default under any indenture, Unsecured Notes Document or any such agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsinstrument, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (e) will not result in the creation or imposition of any Lien on upon any asset of the revenues or assets of the Parent, the Borrower or any Restricted Subsidiary pursuant to the terms of its Restricted Subsidiariesany Unsecured Notes Documents or any such agreement or instrument, other than the Liens created by the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except for (x) filings, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required notifications or registrations necessary to perfect the security interests granted Liens created pursuant to the Security Documents, Loan Documents and (iiiy) those consents, approvals, consents, registrations, filings or other actions, actions that will be obtained or made in connection with the failure of which Acquisition on or prior to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Closing Date, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect) or the charter, by-laws or other Organizational Documents of Holdings or any of its Material Subsidiaries or any order of any Governmental Authority, (c) will not violate in any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate material respect or result in a default under any indenture, any material agreement or other material instrument (other than except such non-compliance that, individually or in the agreements and instruments referred aggregate, could not reasonably be expected to result in clause (c)a Material Adverse Effect) binding upon the Borrower Holdings or any of its Restricted Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower Holdings or any of its Restricted Material Subsidiaries (other than the Indebtedness set forth on Schedule 3.03), and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower Holdings or any of its Restricted Material Subsidiaries., other than Liens created under the Loan Documents. 128

Governmental Approvals; No Conflicts. The Transactions (a) except as could not reasonably be expected to have a Material Adverse Effect, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings the filing on or other actions, about the failure Original Effective Date or the Restatement Effective Date of which one or more current reports on Form 8-K with respect to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Transactions, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Requirement of Law applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of to the Borrower or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsassets (except those as to which waivers or consents have been obtained), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party and the consummation of the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking recordings in respect of the other actions required to perfect the security interests granted Liens created pursuant to the Security Documents, Documents (including the IIA Approval) and (iii) those such consents, approvals, consents, registrations, filings filings, or other actions, actions the failure of which to obtain or make which could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or Requirement of Law in any order of any Governmental Authoritymaterial respect, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding Contractual Obligation upon the Borrower or any of and its Restricted Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, in the case of this clause (c), except to the extent such violation or default could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and (ed) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than any Lien permitted under Section 6.02) on any asset of the Borrower or any of its Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, effect and (ii) filings solely with respect to consents relating to the Acquisition or any Permitted Acquisition, such consents the receipt of UCC financing statements, filings with which is not required as a condition precedent to the USPTO and the USCO and the taking consummation of the other actions required to perfect Acquisition or such Permitted Acquisition, as the security interests granted case may be, pursuant to the Security Documents, Purchase Agreement (in the case of the Acquisition) or the relevant purchase agreement (in the case of any Permitted Acquisition) and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make which could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries (other than the Liens created by the Collateral Documents).

Governmental Approvals; No Conflicts. The Transactions (a) except as could not reasonably be expected to have a Material Adverse Effect, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings the filing on or other actions, about the failure Second Amendment Effective Date of which one or more current reports on Form 8-K with respect to obtain or make could not reasonably be expected to have a Material Adverse Effectthe Transactions, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Law applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of to the Borrower or any of its Restricted Subsidiaries, (dc) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assetsassets (except those as to which waivers or consents have been obtained), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action byby or before, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Documents, Loan Documents and (iii) those approvals, consents, registrations, filings or other actions, except where the failure of which to obtain such consent or approval or make such registration or filing, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Borrower or any of the Restricted Subsidiaries or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon Holdings, the Borrower or any of its the Restricted Subsidiaries or its any of their assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any of its the Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of its the Restricted Subsidiaries, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The Transactions execution, delivery, and performance by such Obligor of this Consent (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law Applicable Law or regulation or the charter, by-laws or other organizational documents of any Obligor or any Subsidiary of any Obligor or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Obligor or any Subsidiary of its Restricted Subsidiaries any Obligor or its their assets, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or any Subsidiary of its Restricted Subsidiaries and any Obligor, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower any Obligor or any Subsidiary of its Restricted Subsidiariesany Obligor, except Liens created under the Loan Documents and Liens permitted by Section 10.2.2 of the Loan Agreement, and (e) do not require any acknowledgement, agreement or consent under any indenture, agreement or other instrument binding upon any Obligor or any Subsidiary of any Obligor or their assets, except for such acknowledgements, agreements and consents as have been obtained or made and are in full force and effect, and such acknowledgements, agreements or consents the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Subject to the entry of the Orders and the terms thereof, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted Liens created pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document Requirement of the Borrower Law applicable to any Loan Party or any of its Restricted Subsidiaries, (d) other than violations arising as a result of the commencement of the Cases and except as could not reasonably be expected to have a Material Adverse Effectotherwise excused by the Bankruptcy Code, (c) will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower any Loan Party or any of its Restricted Subsidiaries or its assetsassets (other than violations arising as a result of the commencement of the Cases and except as otherwise excused by the Bankruptcy Code), or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or any of its Restricted Subsidiaries Subsidiaries, and (ed) will not result in the creation or imposition of any Lien on any asset of the Borrower any Loan Party or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents and Liens permitted hereunder securing the DIP ABL Obligations permitted hereunder except, in each case, as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effecteffect and except (i) filings necessary to perfect Liens created under the Loan Documents, (ii) consents, approvals, registrations or filings of UCC financing statements, filings with the USPTO which have been obtained or made and the USCO are in full force and the taking of the other actions required to perfect the security interests granted pursuant to the Security Documents, and effect or (iii) those approvals, consents, registrations, filings or other actions, the where failure of which to obtain such consent or approval, or make such registration or filing, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Requirement of Law applicable law or regulation to Holdings, the Borrowers or any order of any Governmental AuthoritySubsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument (other than including the agreements Term Loan Documents and instruments referred to in clause (c)the Senior Unsecured Notes Documents) binding upon Holdings, the Borrower Borrowers or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower Borrowers or any Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of its Restricted Subsidiaries any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration that would not reasonably be expected to have a Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any asset of now owned or hereafter acquired by Holdings, the Borrower Borrowers or any of its Restricted SubsidiariesSubsidiary, except Liens created under the Loan Documents or the Term Loan Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except for filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect the security interests granted (or subordinate) Liens created pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actionsthe Senior Notes Documents, the failure of which to obtain or make could not reasonably be expected to have Contribution Deferral Agreement, and a Material Adverse EffectPermitted Receivables/ABL Facility, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation applicable to the Borrower or its Subsidiaries or any order of any Governmental Authority, (c) will not violate any the charter, by-laws or other organizational document or constitutional documents of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, material agreement or other material instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment Material Indebtedness to be made paid by the Borrower or any of its Restricted Subsidiaries Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted SubsidiariesSubsidiaries other than Liens created under the Loan Documents, the Senior Notes Documents, the Contribution Deferral Agreement, and a Permitted Receivables/ABL Facility, except, such consents, approvals, registrations, filings or other actions the failure of which to obtain or make, or, in the case of clause (b) at any time after the Effective Date, to the extent such violations, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the obligations under the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) effect and except filings of UCC financing statements, filings with the USPTO and the USCO and the taking of the other actions required necessary to perfect Liens created under the security interests granted pursuant to the Security Loan Documents, and (iii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation (i) the Organizational Documents of Holdings, the Borrower or any order other Loan Party, or (ii) any Requirements of Law applicable to Holdings, the Borrower or any Governmental AuthorityRestricted Subsidiary, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, indenture or other agreement or other instrument (other than the agreements and instruments referred to in clause (c)) that constitutes Material Indebtedness binding upon Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary or its their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of its Restricted Subsidiaries any obligation thereunder, and (ed) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of its Restricted Subsidiarieseach of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Section 3.04.