described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus all the outstanding shares of capital stock or other equity interests of
each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable except as otherwise disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party,
except for such liens, encumbrances, equities or claims (i) as secure the Senior Secured Credit Facilities or (ii) as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change.
(m) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals
Required. None of the Company or its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document, to the extent applicable, (ii) in violation of any law or statute or any judgment, order, decree, rule
or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, or (iii) in default (or, with the giving of notice
or lapse of time, would be in default) (Default) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is a subject (each, an Existing Instrument), except, in the case of clauses (ii) and (iii) above,
for any such violations or Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of this Agreement by the Company, the sale of the Shares by
the Selling Stockholder and the consummation by the Company of the transactions contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus (A) will not conflict with or result in any breach or violation of the provisions
of the charter, bylaws or other constitutive document of the Company or any of its subsidiaries, to the extent applicable, (B) will not, as applicable, conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as
defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing
Instrument, (C) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries and (D) will not require any consent, approval, authorization or
other order of, or registration or filing with, any court, arbitrator or other governmental or regulatory authority or agency, except (1) in the case of this clause (D), (i) such as have been obtained or made and are in full force and effect
under the Securities Act, applicable securities or blue sky laws of the several states of the United States or provinces of Canada and (ii) such consents, approvals, authorizations, orders, registrations or filings as may be required by FINRA
or under state securities or blue sky laws in connection with the purchase and distribution of the Shares by the Underwriter, in each case, except where the failure to obtain any such consent, approval, authorization, order, registration or filing
would not impair, in any material respect, the ability of the Company or any other party hereto to consummate the transactions contemplated by this Agreement and (2) in the case of clauses (B) and (C) above, such liens, charges,
encumbrances, conflicts, breaches, Defaults, Debt Repayment Triggering Events or violations that, individually or in the aggregate, would not result in a Material Adverse Change. As used herein, a Debt Repayment Triggering Event means
any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holders behalf) the right to require the repurchase,
redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
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