Common use of No Conflict; Government Consent Clause in Contracts

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor or (ii) the Borrower’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower or any Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor each Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) violate, contravene or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any Guarantor or of its Subsidiaries, (ii) violate, contravene or conflict with the BorrowerCompany’s or any Guarantorof its Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) violate, contravene or conflict with, or cause an event of default under, the provisions of any indenture, instrument or agreement to which the Borrower Company or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or any Guarantor of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Company or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower Company or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Principal Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Principal Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Principal Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Principal Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Principal Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Principal Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor or (ii) the Borrower’s or any Guarantor’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, or operating or other management agreement, as the case may be, laws or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any GuarantorBorrower, is required to be obtained by the Borrower or any Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and or delivery by the Borrower or any and the Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, the Guarantor or any Guarantor or of their Subsidiaries, (ii) the Borrower’s 's, the Guarantor's or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may betheir Subsidiaries' Organization Documents, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, the Guarantor or any Guarantor of their Subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property property of the Borrower Borrower, the Guarantor or any Guarantor such Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by the Borrower Borrower, the Guarantor or any Guarantorof their Subsidiaries, is required to be obtained by the Borrower Borrower, the Guarantor or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and or delivery by the Borrower or any Guarantor and the Guarantors of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or Borrower, any Guarantor or any of their Subsidiaries, (ii) the Borrower’s 's, any Guarantor's or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may betheir Subsidiaries' Organization Documents, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, any Guarantor or any Guarantor of their Subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property property of the Borrower Borrower, any Guarantor or any Guarantor such Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by the Borrower Borrower, any Guarantor or any Guarantorof their Subsidiaries, is required to be obtained by the Borrower Borrower, any Guarantor or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor Loan Parties of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (iib) the Borrower’s or any Guarantorof its Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the such Borrower or any Guarantor of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the any Property of the Borrower or any Guarantor of its Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including FERC), or any subdivision thereofthereof (any of the foregoing, which has not been obtained by the Borrower or any Guarantoran “Approval”), is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery by Borrower of the Loan Documents, the borrowings by Borrower under this Agreement, the payment and performance by the Borrower or any Guarantor of the its Obligations or the legality, validity, binding effect or enforceability against Borrower of any of the Loan DocumentsDocument, except for such Approvals which have been issued or obtained by Borrower and which are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, any Guarantor or any Guarantor Material Domestic Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Borrower, any Guarantor or any Guarantor Material Domestic Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrower, any Guarantor or any GuarantorMaterial Domestic Subsidiary, is required to be obtained by the Borrower Borrower, any Guarantor or any Guarantor Material Domestic Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or other material agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or other material agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of its Subsidiaries of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings Credit Extensions under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Company or any Guarantor its Subsidiaries, as applicable, of the Loan Transaction Documents to which it such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any Guarantor of its Subsidiaries, or (ii) the BorrowerCompany’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or any Guarantor a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Company or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower Company or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Transaction Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Company of the Obligations obligations evidenced by the Notes or under the other Transaction Documents or the legality, validity, binding effect or enforceability of any of the Loan Transaction Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (iib) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any Guarantorof its Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the any Property of the Borrower or any Guarantor of its Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the Federal Energy Regulatory Commission), or any subdivision thereofthereof (any of the foregoing, which has not been obtained by the Borrower or any Guarantoran “Approval”), is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery by Borrower of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the its Obligations or the legality, validity, binding effect or enforceability against Borrower of any of Loan Document or the Loan Documentsborrowings by Borrower under this Agreement, except for Approvals which have been issued or obtained by Borrower and which are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Principal Subsidiaries or (ii) the Borrower’s or any GuarantorPrincipal Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Principal Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Principal Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Principal Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Principal Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor the Guarantors of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyor by the Significant Guarantors of the Guaranty, nor the consummation of the transactions therein herein contemplated, nor compliance with the provisions hereof or thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of the Significant Guarantors or (ii) the Borrower’s 's or any Significant Guarantor’s articles or 's certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, laws or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Significant Guarantor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower or any Significant Guarantor pursuant to the terms of any such indenture, instrument or agreement. No Except as set forth on Schedule "6.3" hereto, no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan DocumentsDocuments or the Guaranty.

No Conflict; Government Consent. Neither the execution and delivery by the such Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any Guarantorof its Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the any Property of the Borrower or any Guarantor of its Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the FERC), or any subdivision thereofthereof (any of the foregoing, which has not been obtained by the Borrower or any Guarantoran “Approval”), is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery by Borrower of the Loan Documents, the borrowings by Borrower under this Agreement, the payment and performance by the Borrower or any Guarantor of the its Obligations or the legality, validity, binding effect or enforceability against Borrower of any of the Loan DocumentsDocument, except for such Approvals which have been issued or obtained by Borrower and which are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or any Guarantor Borrowers of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the any Borrower or any Guarantor of their respective Subsidiaries or (iib) the any Borrower’s or any Guarantor’s of their Subsidiaries’ articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which any of the Borrower Borrowers or any Guarantor of their respective Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the any Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrowers or any Guarantorof their Subsidiaries, is required to be obtained by the any Borrower or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Borrowers of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents. 5.4.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries, or (iib) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which that has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any and each Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor CAI and Holdings of the Loan Documents to which it is a partythis Agreement, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower CAI or any Guarantor Holdings, or (iib) the Borrower’s CAI or any Guarantor’s Holdings' articles or certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, or operating or other management agreement, as the case may bebylaws, or (iiic) the provisions of any indenture, instrument or agreement to which the Borrower either CAI or any Guarantor Holdings is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower CAI or any Guarantor Holdings pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower CAI or any Guarantor, Holdings is required to be obtained by the Borrower CAI or any Guarantor Holdings in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of this Agreement. No consent, approval or authorization of, or notice to, any other person or entity, including, without limitation, parties to loans, contracts, leases or other agreements, is required in connection with the Loan Documentsexecution, delivery and performance of this Agreement by CAI or Holdings or the consummation by it of the transactions contemplated hereby.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or any Guarantor and the Guarantors of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (iib) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor each Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance by it with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor Loan Party or (ii) the Borrower’s or any GuarantorLoan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor Loan Party pursuant to the terms of any such indenture, instrument or agreement, except to the extent that any such violation, conflict, default or Lien under this clause (iii) would not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, in each of the foregoing cases which has not been obtained by the Borrower or any Guarantorapplicable Loan Parties, is required to be obtained by the Borrower or any Guarantor Loan Party in connection with the execution and delivery by the Loan Parties of the Loan DocumentsDocuments (other than any customary post-closing filing with the U.S. Securities and Exchange Commission as may be required), the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations obligations hereunder or under any other Loan Document or the legality, validity, binding effect or enforceability against any Loan Party of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor the Subsidiary Guarantors, as applicable, of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of the Subsidiary Guarantors, or (ii) the Borrower’s 's or any Subsidiary Guarantor’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of the Subsidiary Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any a Subsidiary Guarantor pursuant to the terms of of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof the Subsidiary Guarantors, is required to be obtained by the Borrower or any Guarantor of the Subsidiary Guarantors in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the each Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrowers or any Guarantor Subsidiaries or (ii) the any Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement which constitutes Material Indebtedness to which the any Borrower or any Guarantor Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the a Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the a Borrower or any GuarantorSubsidiary, is required to be obtained by the a Borrower or any Guarantor Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the any Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, code of regulations, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor and its Subsidiaries of the Loan Documents to which it each is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any and each Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and ------------------------------- delivery by any of the Borrower or any Guarantor of the Loan Documents to which it such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or Borrower, any Guarantor or (ii) any of their respective Subsidiaries or the Borrower’s 's, any Guarantor's or any Guarantor’s of their respective Subsidiary's articles of incorporation or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, laws or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, any Guarantor or any Guarantor of their respective Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower Borrower, any Guarantor or any Guarantor of their respective Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or any Guarantor Borrowers of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the any Borrower or any Guarantor of their respective Subsidiaries or (iib) the any Borrower’s 's or any Guarantor’s of their Subsidiaries' articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any material indenture, instrument or agreement to which any of the Borrower Borrowers or any Guarantor of their respective Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the any Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrowers or any Guarantorof their Subsidiaries, is required to be obtained by the any Borrower or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Borrowers of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by GAI, Holdings and the Borrower or any Guarantor Holdings Shareholder of the Loan Documents to which it is a partythis Agreement, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on GAI, Holdings or the Borrower or any Guarantor or (ii) the Borrower’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may beHoldings Shareholder, or (iiib) Holdings' articles of incorporation or bylaws, (c) GAI's articles of organization or regulations, or (d) the provisions of any indenture, instrument or agreement to which the Borrower either GAI or any Guarantor Holdings is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower GAI or any Guarantor Holdings pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by GAI, Holdings or the Borrower or any Guarantor, Holdings Shareholder is required to be obtained by GAI, Holdings or the Borrower or any Guarantor Holdings Shareholder in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of this Agreement. Except as set forth in Schedule 4.4, no consent, approval or authorization of, or notice to, any other person or entity, including, without limitation, parties to loans, contracts, leases or other agreements, is required in connection with the Loan Documentsexecution, delivery and performance of this Agreement by GAI, Holdings or the Holdings Shareholder or the consummation by it of the transactions contemplated hereby.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or other material agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or other material agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or any Guarantor Borrowers and the Guarantors of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (iib) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Borrowers of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and or delivery by the Borrower or any and the Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, the Guarantor or any Guarantor or of their Subsidiaries, (ii) the Borrower’s, the Guarantor’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may betheir Subsidiaries’ Organization Documents, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, the Guarantor or any Guarantor of their Subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property property of the Borrower Borrower, the Guarantor or any Guarantor such Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by the Borrower Borrower, the Guarantor or any Guarantorof their Subsidiaries, is required to be obtained by the Borrower Borrower, the Guarantor or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyor by each Guarantor of the Guaranty and the Loan Documents, nor the consummation of the transactions therein herein contemplated, nor compliance with the provisions hereof or thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor or (ii) the Borrower’s 's or any Guarantor’s articles or 's certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, bylaws or operating or other management agreement, as the case may be, or (iii) the provisions of any indentureindenture (including without limitation the Indenture), instrument or agreement to which the Borrower or any Guarantor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor pursuant to the terms of any such indenture, instrument or agreement. No Except as set forth on SCHEDULE "6.3" hereto, no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan DocumentsDocuments or the Guaranty.

No Conflict; Government Consent. Neither None of the execution and ------------------------------- delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor or compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s of its Subsidiaries' articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any GuarantorSubsidiary, is required to be obtained by the Borrower or any Guarantor Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of this Amendment and the Loan Documents to which it is a partyReplacement Construction Note, nor the consummation of the transactions therein contemplated, nor herein contemplated or compliance with the provisions thereof hereof and thereof, will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries, or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documentsthis Amendment, the borrowings and other credit extensions under this Agreementthe Credit Agreement (as amended hereby), the payment and performance by the Borrower or any Guarantor of the Obligations Obligations, or the legality, validity, binding effect or enforceability of any of this Amendment, the Loan DocumentsCredit Agreement (as amended by this Amendment) and the Replacement Construction Note.

No Conflict; Government Consent. Neither the execution and delivery by the any Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the any Borrower or any Guarantor Borrower's Subsidiaries or (ii) the any Borrower’s 's or any Guarantor’s Borrower's Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by- laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the any Borrower or any Guarantor Borrower's Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the any Borrower or any Guarantor Borrower's Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the any Borrower or any GuarantorBorrower's Subsidiaries, is required to be obtained by the such Borrower or any Guarantor such Borrower's Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the such Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.. 5.4

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) in any material respect (i) respect, any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the material provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s of its Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the any Property of the Borrower or any Guarantor of its Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the Federal Energy Regulatory Commission), or any subdivision thereofthereof (any of the foregoing, which has not been obtained by the Borrower or any Guarantoran "Approval"), is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery by Borrower of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the its Obligations or the legality, validity, binding effect or enforceability against Borrower of any of Loan Document or the Loan Documentsborrowings by Borrower under this Agreement, except for Approvals which have been issued or obtained by Borrower and which are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by the such Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Borrower or any Guarantor of its Subsidiaries or (ii) the such Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the such Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the such Borrower or any Guarantor a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the such Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the such Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings and issuances of Letters of Credit under this Agreement, the payment and performance by the such Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Company or any Guarantor of its Subsidiaries of the Loan Documents to which it is a partyTransaction Documents, nor the consummation of the Spin-Off Transactions and the other transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any Guarantor of its Subsidiaries or (ii) the Borrower’s Company's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or any Guarantor a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Company or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower Company or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Transaction Documents, the borrowings under this Agreement, the payment and performance by the any Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Transaction Documents.

No Conflict; Government Consent. Neither the execution and delivery by ------------------------------- the Borrower or any Guarantor CP Limited of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or the General Partners or CP Limited, any Guarantor of its Subsidiaries or (ii) the Borrower’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnershipindenture, articles of incorporation or certificate of organization, by-laws, or operating laws or other management agreementorganizational documents, as the case may be, of such entities, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, the General Partners or CP Limited or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor the General Partners or CP Limited or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by is required in connection with the Borrower execution, delivery and performance of any of the Loan Documents other than the filing of a copy of this Agreement, or the filing of information concerning this Agreement, with the Securities and Exchange Commission, the New York Stock Exchange and certain state securities administrators. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exception by, any governmental or public body or authority, or any Guarantorsubdivision thereof, is required to be obtained by the Borrower authorize, or any Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or for the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor Company of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any Guarantor’s Company's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any Guarantor of its Subsidiaries is a party or is subject, or by which itany of them, or its Propertyany of their property, is bound, or conflict with or constitute a default thereunder, or result in, in or require, require the creation or imposition of any Lien in, of or on the Property property of the Borrower Company or any Guarantor of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, in any such case which violation, conflict, default, creation or imposition could reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Company or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor or (ii) the Borrower’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor pursuant to the terms of any such 4887-5363-3879v24887-5363-3879v.5 indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower or any Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by ------------------------------- the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, code of regulations, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, any material instrument or any material agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries, or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments to which it is a party.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of its Subsidiaries of the Loan Documents to which it is a partyTransaction Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles of incorporation or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, laws or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, authorization or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, Governmental Authority is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Transaction Documents, except (i) such as have been made or obtained as set forth on SCHEDULE 5.3 or (ii) such as set forth on SCHEDULE 5.3 hereto which have not been obtained or made and which are immaterial.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or any Guarantor and the Guarantors of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Parent, the Borrower or any Guarantor Subsidiary or (iib) the Parent’s, the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the Parent, the Borrower or any Guarantor Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Parent, the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Parent, the Borrower or any GuarantorSubsidiary, is required to be obtained by the Parent, the Borrower or any Guarantor Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor and the Guarantors of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or any Guarantor Borrowers and the Guarantors of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any Guarantor of its Subsidiaries or (iib) the BorrowerCompany’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsby‑laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the Borrower Company or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Company or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower Company or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Borrowers of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor Obligor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor other Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it each is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will (a) violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor Guarantor, or (ii) the Borrower’s 's or any Guarantor’s articles or certificate of incorporation, 's partnership agreement, certificate of partnership, articles or certificate of organizationtrust agreement, by-laws, articles of organization or operating or other management agreementcertificate of limited partnership, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor is a party or is subject, or by which it, or its Property, is bound, or (b) conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower or any Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any of the Obligations, the payment and performance by Guarantor of its obligations under the Obligations Guaranty and the Environmental Indemnity or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor Borrowers and Guarantors of the Loan Documents to which it each is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrowers or any Guarantor of their Subsidiaries or (ii) the Borrower’s Borrowers’ or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrowers or any Guarantor of their Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Borrowers or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrowers or any Guarantorof their Subsidiaries, is required to be obtained by the Borrower Borrowers or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Borrowers and Guarantors of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of its Subsidiaries of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles of incorporation or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, laws or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or material agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, authorization or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, Governmental Authority is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents, except (i) such as have been made or obtained as set forth on SCHEDULE 5.3 or (ii) such as set forth on Schedule 5.3 hereto which have not been obtained or made and which are immaterial.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or any and each Guarantor of the Loan Documents to which it is a party, nor the consummation of the NeighborCare Acquisition, nor the consummation of the transactions therein contemplatedcontemplated in the Loan Documents, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor Subsidiary or (ii) the Borrower’s or any GuarantorSubsidiary’s articles of incorporation or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, laws or operating comparable constitutive documents or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor Subsidiary pursuant to the terms of any such indenture, instrument or agreementagreement which violation, conflict or imposition could reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor the Parent Entities of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, the Parent Entities, or any Guarantor of Borrower’s Subsidiaries or (ii) the Borrower’s ’s, Parent Entities’ or any GuarantorSubsidiary’s articles or certificate of incorporation, operating agreements, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, the Parent Entities or any Guarantor of Borrower’s Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower Borrower, Parent Entity or any Guarantor a Subsidiary pursuant to the terms of any such 13171960\V-5 indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan DocumentsDocuments other than the filing of a copy of this Agreement.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (iib) the Borrower’s or any Guarantorof its Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the any Property of the Borrower or any Guarantor of its Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including FERC), or any subdivision thereofthereof (any of the foregoing, which has not been obtained by the Borrower or any Guarantoran “Approval”), is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery by Borrower of the Loan Documents, the borrowings by Borrower under this Agreement, the payment and performance by the Borrower or any Guarantor of the its Obligations or the legality, validity, binding effect or enforceability against Borrower of any of the Loan DocumentsDocument, except for such Approvals which have been issued or obtained by Borrower and which are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings and issuances of Letters of Credit under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor the Guarantors of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Parent Guarantor or any Guarantor of its Subsidiaries or (ii) the BorrowerParent Guarantor’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Parent Guarantor or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Parent Guarantor or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Parent Guarantor or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower Parent Guarantor or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by Borrower and the Borrower or any Guarantor Guarantors of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or Borrower, any Guarantor or any of their Subsidiaries, (ii) the Borrower’s 's, any Guarantor's or any Guarantor’s of their Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, any Guarantor or any Guarantor of their Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Borrower, any Guarantor or any Guarantor such Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrower, any Guarantor or any Guarantorof their Subsidiaries, is required to be obtained by the Borrower Borrower, any Guarantor or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, any Guarantor or any Guarantor Material Domestic Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Borrower, any Guarantor or any Guarantor Material Domestic Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body 47 of 82 or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrower, any Guarantor or any GuarantorMaterial Domestic Subsidiary, is required to be obtained by the Borrower Borrower, any Guarantor or any Guarantor Material Domestic Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or any Guarantor Borrowers of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the any Borrower or any Guarantor of their respective Subsidiaries or (iib) the any Borrower’s 's or any Guarantor’s of their Subsidiaries' articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which any of the Borrower Borrowers or any Guarantor of their respective Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the any Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrowers or any Guarantorof their Subsidiaries, is required to be obtained by the any Borrower or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Borrowers of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor the Guarantors, as applicable, of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of the Guarantors, or (ii) the Borrower’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of the Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any a Guarantor pursuant to the terms of of, any such indenture, instrument or agreementagreement except where such violation would not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof the Guarantors, is required to be obtained by the Borrower or any Guarantor of the Guarantors in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Secured Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments except where failure to obtain the same would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor Company of the Loan Related Documents to which it is a party, nor the consummation by the Company of the transactions therein contemplated, nor compliance by the Company with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any Guarantor of its Principal Subsidiaries or (ii) the BorrowerCompany’s or any GuarantorPrincipal Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any Guarantor of its Principal Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or any Guarantor a Principal Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, which has not been obtained by the Borrower Company or any Guarantorof its Principal Subsidiaries, is required to be obtained by the Borrower Company or any Guarantor of its Principal Subsidiaries in connection with the execution and delivery by the Company of the Loan DocumentsRelated Documents to which it is a party, the borrowings under this Agreementincurrence of the Loan, the payment and performance by the Borrower or any Guarantor Company of the Obligations or the legality, validity, binding effect or enforceability against the Company of any of the Loan DocumentsRelated Documents to which it is a party.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s of its Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the any Property of the Borrower or any Guarantor of its Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No Except for an appropriate order of the SEC under PUHCA , which has been issued and is in full force and effect (and copies of which have been delivered to the Lender), no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the Federal Energy Regulatory Commission), or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery by Borrower of the Loan Documents, the borrowings under this AgreementDocuments to which it is a party, the payment and performance by the Borrower or any Guarantor of the its Obligations or the legality, validity, binding effect or enforceability against Borrower of any of Loan Document to which Borrower is a party or the Loan Documentsborrowings by Borrower under this Agreement.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or 34 operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or other material agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or other material agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating bylaws or other management agreement, as the case may beapplicable organizational documents, or (iii) the provisions of any indenture, indenture or material instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunderthereunder (other than violations or defaults that could not reasonably be expected to have a Material Adverse Effect), or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and or delivery by the Borrower or any Guarantor and the Guarantors of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or Borrower, any Guarantor or any of their Subsidiaries, (ii) the Borrower’s, any Guarantor’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may betheir Subsidiaries’ Organization Documents, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, any Guarantor or any Guarantor of their Subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property property of the Borrower Borrower, any Guarantor or any Guarantor such Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by the Borrower Borrower, any Guarantor or any Guarantorof their Subsidiaries, is required to be obtained by the Borrower Borrower, any Guarantor or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor each of the Loan Applicants of the Credit Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower any Applicant or any Guarantor of their respective Subsidiaries or (ii) the Borrower’s any Applicant's or any Guarantor’s of their Subsidiaries' articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which any of the Borrower Applicants or any Guarantor of their respective Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower any Applicant or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Applicants or any Guarantorof their Subsidiaries, is required to be obtained by the Borrower any Applicant or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Credit Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Applicants of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Credit Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor Subsidiary of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor Subsidiary or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorsuch Subsidiary, is required to be obtained by the Borrower or any Guarantor such Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery ------------------------------- by the Borrower or any Guarantor CP Limited of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or the General Partners or CP Limited, any Guarantor of its Subsidiaries or (ii) the Borrower’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnershipindenture, articles of incorporation or certificate of organization, by-laws, or operating laws or other management agreementorganizational documents, as the case may be, of such entities, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, the General Partners or CP Limited or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor the General Partners or CP Limited or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by is required in connection with the Borrower execution, delivery and performance of any of the Loan Documents other than the filing of a copy of this Agreement, or the filing of information concerning this Agreement, with the Securities and Exchange Commission, the New York Stock Exchange and certain state securities administrators. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exception by, any governmental or public body or authority, or any Guarantorsubdivision thereof, is required to be obtained by the Borrower authorize, or any Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or for the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the any Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the any Borrower or any Guarantor Borrower’s Subsidiaries or (ii) the any Borrower’s or any GuarantorBorrower’s Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the any Borrower or any Guarantor Borrower’s Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the any Borrower or any Guarantor Borrower’s Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the any Borrower or any GuarantorBorrower’s Subsidiaries, is required to be obtained by the such Borrower or any Guarantor such Borrower’s Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the such Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor Borrower, the Partnership nor the REIT of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, the Partnership or any Guarantor the REIT or (ii) the Borrower’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreementagreement of the Borrower, as the case may be, Partnership or the REIT or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, the Partnership or any Guarantor the REIT is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrower, the Partnership or any Guarantorthe REIT, is required to be obtained by the Borrower Borrower, the Partnership or any Guarantor the REIT in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the Borrower's nor any Guarantor's execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or Borrower, any Guarantor or (ii) any of the Significant Subsidiaries or the Borrower’s 's, any Guarantor's or any Guarantor’s Significant Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, laws or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which the Borrower Borrower, any Guarantor or any Guarantor of the Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower Borrower, any Guarantor or any Guarantor Significant Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, authorization or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any either Guarantor of the Loan Documents to which it each is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will (a) violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor either Guarantor, or (ii) the Borrower’s 's or any either Guarantor’s articles or certificate of incorporation's operating agreement, partnership agreement, certificate of partnership, articles or certificate of organizationtrust agreement, by-laws, articles of organization or operating formation, or other management agreementcertificate of limited partnership, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any either Guarantor is a party or is subject, or by which it, or its Property, is bound, or (b) conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any either Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any either Guarantor, is required to be obtained by the Borrower or any either Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations Obligations, the payment and performance by Guarantors of their obligations under the Guaranty and the Environmental Indemnity or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any the Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any the Guarantor or (ii) the Borrower’s or any the Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, or operating or other management agreement, as the case may be, laws or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any the Guarantor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any the Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any the Guarantor, is required to be obtained by the Borrower or any the Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any and the Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, or any Guarantor of its respective Subsidiaries or (ii) the Borrower’s 's, or any Guarantor’s of its respective Subsidiaries', articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, or any Guarantor of its respective Subsidiaries is a party or is subject, or by which itany of them, or its their Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Borrower, or any Guarantor of its respective Subsidiaries of any of them pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrower, or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Parent, Borrower or any Guarantor of their respective Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the iii)the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of their respective Subsidiaries is a party or is subject, or by which it, or its their respective Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Parent, Borrower or any Guarantor their respective Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Parent, Borrower or any Guarantorof their respective Subsidiaries, is required to be obtained by the Parent, Borrower or any Guarantor of their respective Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.Documents (other than filings to perfect the Liens granted pursuant to the Security Agreement). 1.31

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor the Operating Partnership of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, the Operating Partnership or any Guarantor of their Subsidiaries or (ii) the Borrower’s 's, the Operating Partnership's or any Guarantor’s Subsidiary's articles or certificate of incorporation, /certificates of limited partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, /partnership agreements or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Borrower, the Operating Partnership or any Guarantor of their Subsidiaries is a party or is subject, or by which itthe Borrower, the Operating Partnership, or its any of their Subsidiaries or their respective Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower Borrower, the Operating Partnership, or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor or (ii) the Borrower’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower or any Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.. Table of Contents

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor each of the Loan Credit Parties of the Credit Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower any Credit Party or any Guarantor of their respective Subsidiaries or (ii) the Borrower’s any Credit Party's or any Guarantor’s of their Subsidiaries' articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any of the Borrower Credit Parties or any Guarantor of their respective Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower any Credit Party or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Credit Parties or any Guarantorof their Subsidiaries, is required to be obtained by the Borrower any Credit Party or any Guarantor of their Subsidiaries in connection with the execution and delivery of the Loan Credit Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Credit Documents.

No Conflict; Government Consent. Neither the execution and delivery --------------------------------- by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery ------------------------------- by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor or of its Subsidiaries, (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Borrower, each Subsidiary or any Guarantor Parent of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or Parent, or (ii) the Borrower’s 's, Parent's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries or Parent is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary or Parent pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries or Parent, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries or Parent in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplatedcontemplated to be consummated by it, nor compliance by the Borrower with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any Guarantor’s of its Subsidiaries’ memoranda or articles of association or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien lien in, of or on the Property property of the Borrower or any Guarantor of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreementagreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, Governmental Authority is required to be obtained by the Borrower authorize, or any Guarantor is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents, except for such as have been obtained or made.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No To the knowledge of the Authorized Officers, no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations Obligations, all obligations in connection with Cash Management Services and all Rate Management Obligations, or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor the Guarantors, as applicable, of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of the Guarantors, or (ii) the Borrower’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of the Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any a Guarantor pursuant to the terms of of, any such indenture, instrument or agreement, except where such violation would not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof the Guarantors, is required to be obtained by the Borrower or any Guarantor of the Guarantors in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except where failure to obtain the same would not reasonably be expected to have a Material Adverse Effect.