Common use of Compliance with Laws and Contracts Clause in Contracts

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

Compliance with Laws and Contracts. The Borrower has and its Subsidiaries have complied in all material respects with all applicable domestic and foreign laws (including environmental laws), statutes, and rules, regulations, orders and decrees or restrictions of any Governmental Authority, Selfself-Regulatory Organization regulatory organization or securities exchange having jurisdiction over the conduct of its business their respective businesses or the ownership of its Properties their respective properties (including, without limitation, including the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, NYSE, MSRB and CFTC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower is in compliance with all capital requirements of all Governmental Authorities applicable to the Borrower including, without limitation, Rule 15c3-1. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans, the granting of a security interest in the Collateral under the Security Agreement, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws (or similar governing documents), (b) violate or conflict with the Borrower's charter or by-laws, (c) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, bound or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, and created under, the Loan Documentsby Section 6.17) in, of or on the Property property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (dc) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower has and its Subsidiaries (including RJA and RJFS) have complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any Governmental Authority, Self-Regulatory Organization or securities exchange having jurisdiction over the conduct of its business their respective businesses or the ownership of its Properties their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act Act, the CEA, and the applicable rules and regulations of the SECCommission, NASD, NYSE, MSRB and CFTC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower is and its Material Subsidiaries are in compliance with all applicable capital requirements of all Governmental Authorities applicable to the Borrower (including, without limitation, Rule 15c3-1). Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans, the granting of a security interest in the Collateral under the Security Agreement, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on the BorrowerBorrower or any Subsidiary, (b) violate or conflict with the Borrower's charter ’s or any Subsidiary’s charter, articles or certificate of incorporation or by-laws, (c) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, and created under, the Loan Documentsby Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse Effect.

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

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

Compliance with Laws and Contracts. The Borrower has Such Credit Party and its Subsidiaries have complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any Governmental Authority, Self-Regulatory Organization domestic or securities exchange foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of its business their respective businesses or the ownership of its Properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, MSRB and CFTC)their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower is in compliance with all capital requirements of all Governmental Authorities applicable to the Borrower including, without limitation, Rule 15c3-1. Neither the execution and delivery by the Borrower such Credit Party of the Loan Transaction Documents, the application issuance or use of the proceeds Letters of the Loans, the granting of a security interest in the Collateral under the Security AgreementCredit, the consummation of any transaction the transactions contemplated by the Loan Documents, Transaction Documents nor compliance with the provisions of the Loan Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrowersuch Credit Party or any Subsidiary or such Credit Party's or any Subsidiary's charter, (b) violate articles or conflict with the Borrower's charter certificate of incorporation or by-laws, (cb) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or any Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, and created under, the Loan Documents) in, of or on the Property property of the Borrower such Credit Party or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, agreement or (dc) require any consent of the consent or approval stockholders of any PersonPerson except for approvals or consents which will be obtained before the initial Letter of Credit issuance and are disclosed on Schedule 3.03, except for any violation of, or failure to obtain an approval or consent required under, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

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

Compliance with Laws and Contracts. The Borrower has Such Credit Party and its Subsidiaries have complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any Governmental Authority, Self-Regulatory Organization domestic or securities exchange foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of its business their respective businesses or the ownership of its Properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, MSRB and CFTC)their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower is in compliance with all capital requirements of all Governmental Authorities applicable to the Borrower including, without limitation, Rule 15c3-1. Neither the execution and delivery by the Borrower such Credit Party of the Loan Transaction Documents, the application issuance or use of the Letters of Credit, the making of Loans or the use of the proceeds of the Loans, the granting of a security interest in the Collateral under the Security Agreement, the consummation of any transaction the transactions contemplated by the Loan Documents, Transaction Documents nor compliance with the provisions of the Loan Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrowersuch Credit Party or any Subsidiary or such Credit Party's or any Subsidiary's charter, (b) violate articles or conflict with the Borrower's charter certificate of incorporation or by-laws, (cb) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or any Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, and created under, the Loan Documents) in, of or on the Property property of the Borrower such Credit Party or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, agreement or (dc) require any consent of the consent or approval stockholders of any PersonPerson except for approvals or consents which will be obtained before the initial Letter of Credit issuance or making of a Loan and are disclosed on Schedule 3.03, except for any violation of, or failure to obtain an approval or consent required under, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower has and its Subsidiaries (including RJA, RJFS and RJ Bank) have complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any Governmental Authority, Self-Regulatory Organization or securities exchange having jurisdiction over the conduct of its business their respective businesses or the ownership of its Properties their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act Act, the CEA, Environmental Laws, and the applicable rules and regulations of the SECCommission, NASDthe Board, MSRB FINRA, NYSE, MSRB, CFTC, FDIC, OTS and CFTCOCC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower is and its Material Subsidiaries are in compliance with all applicable capital requirements of all Governmental Authorities applicable to the Borrower (including, without limitation, Rule 15c3-11 and OTS (or, as applicable, OCC and Board) capital requirements). Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans, the granting of a security interest in the Collateral under the Security Agreement, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on the BorrowerBorrower or any Subsidiary, (b) violate or conflict with the Borrower's charter ’s or any Subsidiary’s charter, articles or certificate of incorporation or by-laws, (c) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, and created under, the Loan Documentsby Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse Effect.

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

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

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

Compliance with Laws and Contracts. The Borrower Each Credit Party and each ---------------------------------- of its Subsidiaries has complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any Governmental Authoritydomestic or foreign government or any instrumentality or agency thereof, Self-Regulatory Organization or securities exchange having jurisdiction over the conduct of its business their respective businesses or the ownership of its Properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, MSRB and CFTC)their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower is in compliance with all capital requirements of all Governmental Authorities applicable to the Borrower including, without limitation, Rule 15c3-1. Neither the execution and delivery by any Credit Party of the Credit Documents to which it is a party, any transaction contemplated in such Credit Documents nor compliance with the provisions of such Credit Documents, including in the case of the Borrower of the Loan Documents, the application of the proceeds of the Loans, Loans and the granting Letters of a security interest in the Collateral under the Security Agreement, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents Credit will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrowersuch Credit Party or such Subsidiary or such Credit Party's or such Subsidiary's charter, articles or certificate of incorporation, by-laws or other organizational documents, (b) violate or conflict with the Borrower's charter or by-laws, (c) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or such Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, and created under, by the Loan Credit Documents) in, of or on the Property property of the Borrower such Credit Party or such Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (dc) require any consent of the consent or approval stockholders of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that so long as both (x) in cases where the respective indenture, instrument or agreement relates to outstanding Indebtedness, the aggregate principal amount of Indebtedness outstanding under the respective indenture, instrument or agreement shall not exceed $10,000,000 and (y) the aggregate effect of all such violations and failures at any time shall not be such as could not reasonably be expected to have a Material Adverse Effect. As of the Initial Borrowing Date, Schedule 7.03 contains a true and correct list of each agreement, contract or instrument of the types described above in clause (b) where any conflict, right of termination, cancellation or repayment or prepayment, or any breach or default, exists or will exist after giving effect to the consummation of the Transaction, in each case briefly describing the nature of the respective such conflict and the actions proposed to be taken with respect thereto.

Compliance with Laws and Contracts. The Borrower has Such Credit Party and its Covered Subsidiaries have complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any Governmental Authority, Self-Regulatory Organization domestic or securities exchange foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of its business their respective businesses or the ownership of its Properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, MSRB and CFTC)their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower is in compliance with all capital requirements of all Governmental Authorities applicable to the Borrower including, without limitation, Rule 15c3-1. Neither the execution and delivery by the Borrower such Credit Party of the Loan DocumentsTransaction Documents to which such Credit Party is a party, the application issuance or use of the Letters of Credit (in the case of Account Parties), the making of Loans or the use of the proceeds of the Loans, the granting of a security interest Loans (in the Collateral under the Security Agreementcase of Borrowers), the consummation of any transaction the transactions contemplated by the Loan Documents, Transaction Documents nor compliance with the provisions of the Loan Transaction Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X)regulation, order, writ, judgment, injunction, decree or award binding on the Borrowersuch Credit Party or any Covered Subsidiary or such Credit Party's or any Covered Subsidiary's charter, (b) violate articles or conflict with the Borrower's charter certificate of incorporation or by-laws, (cb) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower such Credit Party or any Covered Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, and created under, the Loan Documents) in, of or on the Property property of the Borrower such Credit Party or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, agreement or (dc) require any consent of the consent or approval stockholders of any PersonPerson except for approvals or consents which will be obtained before the initial Letter of Credit issuance (including by deeming Existing Letters of Credit to be Letters of Credit) or making of a Loan and are disclosed on Schedule 4.03, except for any violation of, or failure to obtain an approval or consent required under, conflict with, default under or creation or imposition of a Lien pursuant to, any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower has and its Subsidiaries have complied in all material respects with all applicable lawsLaws, statutes, and rules, regulations, orders and decrees or restrictions of any Governmental Authority, Selfself-Regulatory Organization regulatory organization or securities exchange having jurisdiction over the conduct of its business their respective businesses or the ownership of its Properties their respective properties (including, without limitation, limitation the Exchange Act, the Advisers Act, the Investment Company Act and the applicable rules and regulations of the SEC, NASD, NYSE, MSRB and CFTC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower is in compliance with all capital requirements of all Governmental Authorities applicable to the Borrower including, without limitation, Rule 15c3-1. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the its Loans, the granting of a security interest in the Collateral under the Security Agreement, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations G, T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower, (b) violate Borrower or conflict with any Subsidiary thereof or the Borrower's charter or any such Subsidiary's charter, articles or certificate of incorporation or by-laws, (cb) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any such Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, bound or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, and created under, the Loan Documentsby Section 6.15) in, of or on the Property property of the Borrower or any such Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (dc) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse Effect.

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

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

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