Common use of Governmental Approvals; No Conflicts Clause in Contracts

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations 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 effect, (ii) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the filings described in Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) subject to the Legal Reservations, Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and or (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violationwhich, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Second Lien Credit Agreement or (ii) any other material Contractual Obligation in respect of Indebtedness having an aggregate principal amount exceeding the Threshold Amount to which such Loan Party is a party which violationwhich, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution transactions to be entered into and delivery of each contemplated by the Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder Documents (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 have been obtained or made and are in full force and effect, (iiB) in connection with filings and recordings necessary to perfect Liens created under the Perfection Requirements Loan Documents and enforce the rights of the Lenders and the Secured Parties under the Loan Documents or (iiiC) such consents, approvals, registrations, filings, or other actions the failure of which to obtain or make which would not reasonably be reasonably expected to have a result in Material Adverse Effect, (b) will not violate any (i) Applicable Law or the Charter Documents of such any Loan Party’s Organizational Documents or (ii) Requirement of Law applicable , except to the extent that such Loan Party which violation, in the case of this clause (b)(ii), violation would not reasonably be expected to have result in a Material Adverse Effect and Effect, (c) will not violate or result in a default under any material Contractual Obligation indenture or any other agreement, instrument or other evidence of Material Indebtedness, except to which the extent that such Loan Party is a party which violation, in the case of this clause (c), default would not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party, except Liens created under the Loan Documents.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with for the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions which the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement any Requirements of Law applicable to such Loan Party which violationwhich, in the case of this clause (b)(ii), would ) could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Subordinated Notes or (ii) any material other Contractual Obligation to of any of the Loan Parties which such Loan Party is a party which violation, in the case of this clause (c), would c)(ii) could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violationwhich, in the case of this clause (b)(ii‎(b)‎(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Second Lien Credit Agreement or (ii) any other material Contractual Obligation in respect of Indebtedness having an aggregate principal amount exceeding the Threshold Amount to which such Loan Party is a party which violationwhich, in the case of this clause (c‎(c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, filings or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Second Lien Credit Agreement or (ii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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 (except to the extent not required to be obtained or made pursuant to the Collateral and Guarantee Requirement), (ii) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, filings or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violationwhich, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation in respect of Indebtedness to which such Loan Party is a party which violationwhich, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the First Lien Credit Agreement or (ii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Note Document by each Loan Note Party party thereto and the performance by such Loan Note Party of its obligations thereunder thereof on and after the Closing Date (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Note Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Note Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Note Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and or (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Senior Notes or (ii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by Holdings and/or each Loan Party party thereto and the performance by Holdings and/or such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to Holdings and/or such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any other material Contractual Obligation to which Holdings and/or such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the ABL Credit Agreement, (ii) the 2025 Senior Unsecured Notes or (iii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution execution, delivery and delivery performance of each Loan Document by each Loan Party that is a party thereto and the performance by such Loan Party of its obligations 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 effect, (ii) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, filings or other actions the failure to obtain or make which would not not, individually or in the aggregate, reasonably be reasonably expected to have result in a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law any law applicable to such Loan Party Party, which violation, in the case of this clause (b)(ii), would would, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party party, which violationviolation or default, in the case of this clause (c), would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Governing Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect; provided that no representation is made under clause (a)(ii) above with respect to any Excluded Asset which is included or purported to be included in the UK Collateral.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with for filings necessary to perfect Liens created pursuant to the Perfection Requirements Loan Documents and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) any of such Loan Party’s Organizational Documents or (ii) Requirement any Requirements of Law applicable to such Loan Party which violationwhich, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to of any of the Loan Parties which such Loan Party is a party which violation, in the case of this clause (c), would violation or default could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder 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 or (ii) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would as could not reasonably be reasonably expected to have result in a Material Adverse Effect, (b) will not violate any (i) applicable law or regulation or the charter, by-laws or other organizational or constitutional documents of such Loan Party’s Organizational Documents Holdings or (ii) Requirement any Subsidiaries or any order of Law applicable to such Loan Party which violationany Governmental Authority, in the case of this clause (b)(ii)each case, would except as could not reasonably be expected to have result in a Material Adverse Effect and Effect), (c) will not violate or result in a default under (i) any Permitted Capital Markets Debt Indenture or (ii) any other material Contractual Obligation to which such contractual obligation binding upon Holdings, any other Loan Party is a party which violationor any of their respective assets, except in the case of this clause (c), would c)(ii) where such violation or default could not reasonably be expected to result in a Material Adverse EffectEffect and (d) will not result in the creation or imposition of any Lien on any asset of Holdings or any of its Subsidiaries.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with for filings necessary to perfect Liens created pursuant to the Perfection Requirements Loan Documents and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement any Requirements of Law applicable to such Loan Party which violationwhich, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Second Lien Credit Agreement (or any material documentation governing any Second Lien Facility) or (ii) any other Contractual Obligation to of any of the Loan Parties which such Loan Party is a party which violation, in the case of this clause (c), c)(ii) would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with for filings necessary to perfect Liens created pursuant to the Perfection Requirements Loan Documents and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement any Requirements of Law applicable to such Loan Party which violationwhich, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the First Lien Credit Agreement (or any material documentation governing any First Lien Facility) or (ii) any other Contractual Obligation to of any of the Loan Parties which such Loan Party is a party which violation, in the case of this clause (c), c)(ii) would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the applicable Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violationwhich, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violationwhich, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with for filings necessary to perfect Liens created pursuant to the Perfection Requirements Loan Documents and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement any Requirements of Law applicable to such Loan Party which violationwhich, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to of any of the Loan Parties which such Loan Party is a party which violation, in the case of this clause (c), would ) could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the First Lien Credit Agreement, (ii) the Second Lien Credit Agreement or (iii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document by each Loan Party party thereto Documents and the performance by such Loan Party consummation of its obligations thereunder the transactions contemplated thereby (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would as could not reasonably be reasonably expected to have result in a Material Adverse Effect, (b) will not violate any organizational documents of any Loan Party, (c) will not (i) of such Loan Party’s Organizational Documents or (ii) violate any other Requirement of Law applicable to such any Loan Party which violation, in the case of this clause or (b)(ii), would reasonably be expected to have a Material Adverse Effect and (cii) will not violate or result in a default under any material Contractual Obligation to which such indenture, agreement or other instrument binding upon any Loan Party is or the assets of any Loan Party, or give rise to a party which violationright thereunder to require any payment to be made by any Loan Party, in the each case of for this clause (c), would except to the extent any such violation or default could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of, or other requirement to create, any Lien on any assets material to the operation of the business of the Loan Parties and their Subsidiaries, taken as a whole, except Liens created pursuant to the Senior Loan Documents.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) subject to the Legal Reservations, Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Holdco Loan Agreement or (ii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the ABL Credit Agreement, (ii) the First Lien Credit Agreement, or (iii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the applicable Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would couldwould not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would couldwould reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Senior Notes or (ii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would couldwould reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the First Lien Credit Agreement or (ii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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, (ii) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) any Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution execution, delivery and delivery performance of each Loan Document by each Loan Party that is a party thereto and the performance by such Loan Party of its obligations 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 effect, (ii) in connection with the Perfection Requirements [reserved] and (iii) such consents, approvals, registrations, filings, filings or other actions the failure to obtain or make which would not not, individually or in the aggregate, reasonably be reasonably expected to have result in a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law any law applicable to such Loan Party Party, which violation, in the case of this clause (b)(ii), would would, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party party, which violationviolation or default, in the case of this clause (c), would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Governing Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii‎(b)‎(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c‎(c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Governing Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii‎(b)‎(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c‎(c), would reasonably be expected to result in a Material Adverse Effect; provided that no representation is made under clause (a)(ii) above with respect to any Excluded Asset which is included or purported to be included in the UK Collateral.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document this Amendment by each Loan Party party thereto the Borrower and the performance of the Amended Credit Agreement by such Loan Party of its obligations thereunder the Borrower (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Partythe Borrower’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party the Borrower which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation (including the ABL Loan Documents) to which such Loan Party the Borrower is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (a) do not require any consent or approval of, registration or filing with, 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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, filings or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, ; (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(iiSection 3.03(b)(ii), would could reasonably be expected to have a Material Adverse Effect Effect; and (c) will not violate or result in a default under any material Contractual Obligation Obligation, including, but not limited to the Material Contracts to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violationwhich, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Pari First Lien Credit Agreement or (ii) any other material Contractual Obligation in respect of Indebtedness having an aggregate principal amount exceeding the Threshold Amount to which such Loan Party is a party which violationwhich, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and or (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any (x) Existing Repurchase Facility or other Asset Financing Facility or (y) material Contractual Obligation to which such Loan Party Holdings or a Subsidiary is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the ABL Credit Agreement, (ii) the Second Lien Credit Agreement or (iii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation (including the ABL Loan Documents) to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each the Loan Document Documents by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement Requirements of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Senior Notes, (ii) the ABL Credit Agreement or (iii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party of its obligations thereunder thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) subject to the Legal Reservations, Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), would could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Holdco Loan Agreement[reserved] or (ii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), would could reasonably be expected to result in a Material Adverse Effect.