Common use of Approvals; No Conflicts Clause in Contracts

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than (i) recordings and filings required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreement, could not reasonably be expected to have a Material Adverse Effect and would not have an adverse effect on the enforceability of this Pledge Agreement, (b) will not violate any applicable law or regulation or the organizational documents of any Grantor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other material agreement binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholdersshareholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the organizational documents charter, bylaws or other Organizational Documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other material agreement binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholdersshareholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the organizational documents charter, bylaws or other Organizational Documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other material agreement binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholdersshareholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the organizational documents charter, bylaws or other Organizational Documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other material agreement binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents and by the Permitted Second Lien Debt Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners shareholders or any class of directors or managersdirectors, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the organizational documents any Organization Document of any Grantor Loan Party or any Subsidiary of the Borrower or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Party or its Propertiesany Subsidiary of the Borrower or any Property thereof, or give rise to a right thereunder to require any payment to be made by any such Loan Party or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any material Collateral or any other Property of the Borrower or any Loan Party Subsidiary thereof (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect and other than (i) recordings the recording and filings filing of financing statements and the Security Instruments as required by this Pledge Agreement and such Security Instruments and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreement, which could not reasonably be expected to have a Material Adverse Effect and would not have an adverse effect on the enforceability of this Pledge AgreementEffect, (b) will not violate (i) any applicable law or regulation or the organizational documents of any Grantor or any order of any Governmental AuthorityAuthority in each case in any material respect or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture material indenture, note, credit agreement or other material agreement similar instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Subject to entry of the DIP Order and subject to any restrictions arising on account of the Loan Parties’ status as “debtors” under the Bankruptcy Code, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of financing statements and the Security Instruments (or the DIP Order) as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would Effect, or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or the organizational documents of any Grantor or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture material indenture, note, credit agreement or other material agreement similar instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholdersshareholders, members, partners or any class of directors or managers, whether interested or disinterested, of the BorrowerGeneral Partner, any Company, Obligor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the General Partner or any Grantor Obligor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantorthe General Partner, Loan Party the Obligors or its their Properties, or give rise to a right thereunder to require any payment to be made by the General Partner or any Loan Party Obligor and (d) will not result in the creation or imposition of any Lien on any material Property of the General Partner or any Loan Party Obligor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the organizational documents Organizational Documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other material agreement binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholderspartners of the Borrower, members, partners shareholder or any class of directors or managersdirectors, whether interested or disinterested, of the Borrower, any Company, Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or bylaws, limited liability company agreements, regulations, the limited partnership agreement, certificate of limited partnership, articles or certificate of incorporation or other organizational or formation documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners holders of its Equity Interests or any class of directors directors, managers or managerssupervisors, as applicable, whether interested or disinterested, of Parent, the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebyTransactions, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreement, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the 87 enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the partnership agreements, limited liability agreements, charter, by-laws or other organizational documents of Parent or any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other material agreement instrument binding upon Parent or any Grantor, Loan Party or its any of their respective Properties, or give rise to a right thereunder to require any payment to be made by Parent or any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of Parent or any Loan Party (other than the Liens created by the Loan DocumentsDocuments or otherwise permitted hereunder).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could would not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any such Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Subject to the entry of the DIP Order, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (other than the entry of the DIP Order) or any other third Person (including equityholders, members, partners shareholders or any class of directors or managersdirectors, whether interested or disinterested, of the Borrower, any Company, Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Grantor Loan Parties or their Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, a Loan Party or any of its Subsidiaries or its and their Properties, or give rise to a right thereunder to require any payment to be made by any such Loan Party or Subsidiary and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party or any of their Subsidiaries (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholdersmembers, membersshareholders, partners or any class of directors managers, directors, or managerspartners, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Collateral Documents as required by this Pledge Agreement Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law Law or regulation or the organizational documents Organizational Documents of any Grantor Loan Party or any Subsidiary of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Party or any Subsidiary of any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party or such Subsidiary of any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party or any Subsidiary of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated execution, delivery and performance by each Loan Party of this Pledge Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners shareholders or any class of directors or managersdirectors, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings and filings required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreement, could not reasonably be expected to have a Material Adverse Effect and would not have an adverse effect on the enforceability of this Pledge Agreementeffect, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of any Grantor the Loan Parties or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other material agreement instrument binding upon the Borrower or any Grantor, other Loan Party Parties or its Propertiesany of their property, or give rise to a right thereunder to require any payment to be made by any the Borrower or such other Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect and other than (i) recordings the recording and filings filing of financing statements and the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreement, which could not reasonably be expected to have a Material Adverse Effect and would not have an adverse effect on the enforceability of this Pledge AgreementEffect, (b) will not violate (i) any applicable law or regulation or the organizational documents of any Grantor or any order of any Governmental AuthorityAuthority in any material respect or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture material indenture, note, credit agreement or other material agreement similar instrument binding upon any Grantor, Loan Party Group Member or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party Group Member and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party Group Member (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (other than the Material Documents) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners shareholders or any class of directors or managersdirectors, whether interested or disinterested, of the BorrowerParent, any Company, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or any Material Document against any Credit Party or the consummation of the transactions contemplated herebyLoan Documents, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and the other Loan Documents and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Grantor Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture Material Document or any indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Credit Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Credit Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan DocumentsExcepted Liens).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any manager, member, equityholder, shareholder or other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Financing Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of financing statements and the Collateral Documents as required by this Pledge Agreement and (ii) those third party approvals or consents from third parties (other than managers, members, equityholders or shareholders) which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would Effect, or do not have an adverse effect on the enforceability of this Pledge Agreementthe Financing Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or the organizational documents of any Grantor or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Credit Party, (c) will not violate or result in a default under any indenture indenture, note, credit agreement or other material agreement binding upon any Grantor, Loan Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party Credit Party, and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Credit Party (other than the Liens created by the Loan Financing Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement After giving effect to the Confirmation Order and the Plan of Reorganization, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of financing statements and the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would Effect, or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or the organizational documents of any Grantor or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture material indenture, note, credit agreement or other material agreement similar instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (other than the Material Documents) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners shareholders or any class of directors or managersdirectors, whether interested or disinterested, of the BorrowerParent, any Company, the Borrower or any other 80 Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or any Material Document against any Credit Party or the consummation of the transactions contemplated herebyLoan Documents, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and the other Loan Documents and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Grantor Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture Material Document or any indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Credit Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Credit Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not not, on the part of any Loan Party or any of its Subsidiaries, require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement or the consummation of the transactions contemplated herebyAuthority, except such as have been obtained or made and are in full force and effect other than (i) recordings and except for filings required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under necessary to perfect Liens created pursuant to the Credit Agreement, could not reasonably be expected to have a Material Adverse Effect and would not have an adverse effect on the enforceability of this Pledge AgreementLoan Documents, (b) will not violate any Requirement of Law applicable law to any Loan Party or regulation or the organizational documents any of any Grantor its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other material agreement binding upon any Grantor, Loan Party or its Propertiesunder, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries under any material agreement which is binding upon any Loan Party or any of its Subsidiaries or its assets, and (d) will not result in the creation or imposition of any Lien on any material Property asset of any Loan Party (other than the or any of its Subsidiaries, except Liens created by pursuant to the Loan Documents, except, solely in the case of clauses (a), (b) or (c) hereof, as would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners holders of its Equity Interests or any class of directors directors, managers or managerssupervisors, as applicable, whether interested or disinterested, of Parent, the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebyTransactions, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreement, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the partnership agreements, limited liability agreements, charter, by-laws or other organizational documents of Parent or any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other material agreement instrument binding upon Parent or any Grantor, Loan Party or its any of their respective Properties, or give rise to a right thereunder to require any payment to be made by Parent or any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of Parent or any Loan Party (other than the Liens created by the Loan DocumentsDocuments or otherwise permitted hereunder).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholdersshareholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the organizational documents charter, bylaws or other Organizational Documents of any Grantor Loan Party, any Unrestricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other material agreement binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions and the EP Acquisition (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan DocumentsDocuments or permitted under Section 9.03).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of financing statements and the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a an Event of Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would Effect, or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or the organizational documents of any Grantor or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture indenture, note, credit agreement or other material agreement similar instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated After giving effect to the Confirmation Order and the Plan of Reorganization the execution, delivery and performance by this Pledge Agreement the Loan Parties of the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings required filing of the Security Instruments to effect and maintain perfection of Liens granted by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreement, could not reasonably be expected to have a Material Adverse Effect and would not have an adverse effect on the enforceability of this Pledge Agreement, (b) will not violate any Governmental Requirements (including the PATRIOT Act and OFAC) applicable law to any Loan Party, (c) will not violate the charter, by-laws or regulation or the other organizational documents of any Grantor or any order of any Governmental AuthorityLoan Party, (cd) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Party or its PropertiesParty, or give rise to a right thereunder to require any payment to be made by any such Loan Party and (de) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents), except in each case referred to in clauses (a), (b), (d) or (e) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners shareholders or members or any class of directors directors, members or managers, whether interested or disinterested, of the Borrower, any Company, Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or Medusa Spar Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the organizational documents Organization Documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners holders of its Equity Interests or any class of directors directors, managers or managerssupervisors, as applicable, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebyTransactions, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, obtained would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreement, the Loan Documents; (b) will not violate (i) any applicable material provision of law or regulation or (ii) the charter, bylaws or other organizational documents of the Borrower or any Grantor Subsidiary or any order of any Governmental Authority, ; (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon the Borrower or any Grantor, Loan Party Subsidiary or its any of their respective material Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Loan Party Subsidiary and (d) will not result in the creation or imposition of any Lien on any material Property of the Borrower or any Loan Party Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners holders of its Equity Interests or any class of directors directors, managers or managerssupervisors, as applicable, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebyTransactions, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, obtained would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreement, the Loan Documents; (b) will not violate (i) any applicable material provision of law or regulation or (ii) the charter, bylaws or other organizational documents of the Borrower or any Grantor other Loan Party or any order of any Governmental Authority, ; (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon the Borrower or any Grantor, other Loan Party or its any of their respective material Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any other Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebythereby, except such as have been obtained or made and are in full force and effect other than (i) recordings the recording and filings filing of the Security Instruments as required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the organizational documents charter, by-laws or other Organizational Documents of any Grantor Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan DocumentsExcepted Liens).

Approvals; No Conflicts. The transactions contemplated by this Pledge Agreement Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners holders of its Equity Interests or any class of directors directors, managers or managerssupervisors, as applicable, whether interested or disinterested, of the Borrower, any Company, Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Pledge Agreement any Loan Document or the consummation of the transactions contemplated herebyTransactions, except such as have been obtained or made and are in full force and effect other than (i) recordings and filings required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, obtained would not cause a Default under the Credit Agreementhereunder, could not reasonably be expected to have a Material Adverse Effect and would or do not have an adverse effect on the enforceability of this Pledge Agreementthe Loan Documents, (b) will not violate in any material respect any applicable law or regulation regulation, or violate the charter, bylaws or other organizational documents of any Grantor the Loan Parties or any order of any Governmental Authority, and (c) will not violate or result in a default under any indenture indenture, agreement or other material agreement instrument evidencing Material Debt binding upon the Loan Parties or any Grantor, Loan Party or its of their respective Properties, or give rise to a right thereunder to require any payment to be made by any the Loan Party Parties and (d) will not result in the creation or imposition of any Lien on any material Property of any the Loan Party Parties (other than than, in each case, the Liens created by the Revolving Facility Loan Documents).