Common use of No Defaults; Regulatory Approvals Clause in Contracts

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act or the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws.

No Defaults; Regulatory Approvals. Neither The issue and sale of the Notes and the compliance by the Company nor any with all of the Significant Subsidiaries is in violation provisions of its charter or by-laws or in default in the performance or observance of any material obligationNotes, agreementthe Indentures, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, delivery and performance of this Agreement and the Indenture each applicable Terms Agreement, if any, and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to the terms of, any indenture, contract, indenturemortgage, mortgagedeed of trust, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them may be its subsidiaries is bound or to which any of the property or assets of the Company or any such subsidiary of its subsidiaries is subject, except as would not result in a material adverse change in the financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries considered as one enterprise or adversely affect the compliance by the Company with its obligations under this Agreement, the Indentures or the Notes or the validity of the Notes, nor will such action result in any violation by the Company of the provisions of the charter Restated Certificate of Incorporation, as amended, or byBy-laws Laws, as amended, of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any such subsidiary of its subsidiaries or any lawof its properties, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, approval, authorization, order order, registration or decree qualification of or with any court or any such regulatory authority or other governmental agency or body is required for the consummation by the Company issue and sale of the Notes or the consummation of the other transactions contemplated by this AgreementAgreement or any Terms Agreement or the Indentures, except such as may be required under the 1933 Act, the 1939 Act or and the 1933 Act Regulations (which have been obtained)and such consents, the 1939 Act approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky lawsblue sky laws in connection with the purchase and distribution of the Notes by the Agents.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, . The execution and delivery and performance of this Agreement, each Pass Through Agreement and the Indenture other Operative Agreements to which the Company is or is to be a party and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and duly executed and delivered by the Company and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lienlien (other than as permitted under the Leases), charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries considered as one entity, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breachcurrently in effect or in effect at the time of execution and delivery of this Agreement, default, creation, imposition or violation would, in each case, have a material adverse effect on Pass Through Agreement and the other Operative Agreements and applicable to the Company and or any of its subsidiaries taken as a whole; and no subsidiaries. No consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, any Pass Through Agreement or any other Operative Agreement to which the Company is or is to be a party, except such as may be required under the 1933 Act or Act, the 1939 Act, the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws, the Transportation Code, and the Uniform Commercial Code as in effect in Delaware and Tennessee.

No Defaults; Regulatory Approvals. Neither the Company Company, the Guarantor nor any of the Significant Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Guarantor or any of the Significant Subsidiaries pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company Company, the Guarantor or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company Company, the Guarantor or any such subsidiary is subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Company Company, the Guarantor or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company Guarantor and its subsidiaries taken as a whole; and no consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Guarantor or the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act or the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as have already been obtained or as may be required under the 1933 Act or the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, . The execution and delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and executed by the Company and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries considered as one entity, nor will such action result in any material violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition currently in effect or violation would, in each case, have a material adverse effect on at the time of execution and delivery of this Agreement and the Indenture and applicable to the Company and or any of its subsidiaries taken as a whole; and no subsidiaries. No consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this AgreementAgreement or the Indenture, except such as may be required under the 1933 Act, the 1939 Act or and the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws.

No Defaults; Regulatory Approvals. Neither The issue and sale of the Notes and the compliance by the Company nor any with all of the Significant Subsidiaries is in violation provisions of its charter or by-laws or in default in the performance or observance of any material obligationNotes, agreementthe Indentures, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, delivery and performance of this Agreement and the Indenture each applicable Terms Agreement, if any, and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to the terms of, any indenture, contract, indenturemortgage, mortgagedeed of trust, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them may be its subsidiaries is bound or to which any of the property or assets of the Company or any such subsidiary of its subsidiaries is subject, nor will such action result in any violation by the Company of the provisions of the charter Certificate of Incorporation, as amended, or byBy-laws Laws of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any such subsidiary of its subsidiaries or any lawof its properties, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, approval, authorization, order order, registration or decree qualification of or with any court or any such regulatory authority or other governmental agency or body is required for the consummation by the Company issue and sale of the Notes or the consummation of the other transactions contemplated by this AgreementAgreement or any Terms Agreement or the Indentures, except such as may be required under the 1933 Act, the 1939 Act or and the 1933 Act Regulations (which have been obtained)and such consents, the 1939 Act approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky lawsblue sky laws in connection with the purchase and distribution of the Notes by the Purchasing Agent.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, . The execution and delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, therein and pursuant to any applicable Terms Agreement herein have been duly authorized by all necessary corporate action and executed by the Company and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries considered as one entity, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition currently in effect or violation would, in each case, have a material adverse effect on at the time of execution and delivery of this Agreement and applicable to the Company and or any of its subsidiaries taken as a whole; and no subsidiaries. No consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act or Act, the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws.

No Defaults; Regulatory Approvals. Neither the Company nor any of the its Significant Subsidiaries is in violation of its charter or by-laws laws, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound, the violation or default of which would have a material adverse effect on the Company and its subsidiaries considered as one enterprise; the execution, execution and delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and do not and will not conflict with or constitute a breach of the terms or provisions of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, rule, regulation, judgment, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a wholedecree; and no consent, approval, authorization, order or decree of any court or governmental agency or body is necessary or required for the consummation by the Company of the transactions contemplated by this AgreementAgreement or in connection with the issuance and sale of Notes hereunder, except such as may be required under the 1933 Act or the 1933 Act Regulations (which have been obtained)obtained or rendered, as the 1939 Act or state securities or Blue Sky lawscase may be.

No Defaults; Regulatory Approvals. Neither The issue and sale of the Notes and the compliance by the Company nor any with all of the Significant Subsidiaries is in violation provisions of its charter or by-laws or in default in the performance or observance of any material obligationNotes, agreementthe Indentures, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, delivery and performance of this Agreement and the Indenture each applicable Terms Agreement, if any, and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to the terms of, any indenture, contract, indenturemortgage, mortgagedeed of trust, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them may be its subsidiaries is bound or to which any of the property or assets of the Company or any such subsidiary of its subsidiaries is subject, nor will such action result in any violation by the Company of the provisions of the charter Certificate of Incorporation, as amended, or byBy-laws Laws of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any such subsidiary of its subsidiaries or any lawof its properties, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, approval, authorization, order order, registration or decree qualification of or with any court or any such regulatory authority or other governmental agency or body is required for the consummation by the Company issue and sale of the Notes or the consummation of the other transactions contemplated by this AgreementAgreement or any Terms Agreement or the Indenture, except such as may be required under the 1933 Act, the 1939 Act or and the 1933 Act Regulations (which have been obtained)and such consents, the 1939 Act approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky lawslaws in connection with the purchase and distribution of the Notes by the Agent.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, . The execution and delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, therein and pursuant to any applicable Terms Agreement herein have been duly authorized by all necessary corporate action and executed by the Company and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries considered as one entity, nor will such action result in any material violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition currently in effect or violation would, in each case, have a material adverse effect on at the time of execution and delivery of this Agreement and applicable to the Company and or any of its subsidiaries taken as a whole; and no subsidiaries. No consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act or Act, the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, . The execution and delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and executed by the Company and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries considered as one entity, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition currently in effect or violation would, in each case, have a material adverse effect on at the time of execution and delivery of this Agreement and the Indenture and applicable to the Company and or any of its subsidiaries taken as a whole; and no subsidiaries. No consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this AgreementAgreement or the Indenture, except such as may be required under the 1933 Act or Act, the 1939 Act, the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws, and the Uniform Commercial Code as in effect in Delaware and Tennessee.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, . The execution and delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and executed by the Company and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries considered as one entity, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition currently in effect or violation would, in each case, have a material adverse effect on at the time of execution and delivery of this Agreement and the Indenture and applicable to the Company and or any of its subsidiaries taken as a whole; and no subsidiaries. No consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this AgreementAgreement or the Indenture, except such as may be required under the 1933 Act or Act, the 1939 Act, the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant its Subsidiaries is in violation of its declaration of trust, charter or by-laws or in default default, in any material respect, in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, or any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or other instrument or obligation to which it the Company or any Subsidiary is a party or by which it or any of them or their properties may be bound; the execution, execution and delivery and performance of this Agreement, any applicable Terms Agreement and the Indenture and the consummation by the Company of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant its Subsidiaries pursuant to to, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries Subsidiary is a party or by which it the Company or any of them may be Subsidiary is bound or to which any of the property or assets of the Company or any such subsidiary Subsidiary is subject, the result of which violation would be material to the Company and its Subsidiaries taken as a whole or would adversely affect the consummation of the transactions contemplated hereby, nor will any such action result in any violation of the provisions of the declaration of trust, charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breachdecree, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, approval, authorization, order order, or decree of any court or governmental agency or body (including the SEC) is required for the consummation by the Company of the transactions contemplated by this AgreementAgreement in connection with the sale of Notes hereunder, except such as have been obtained or as may be required under the 1933 Act or the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or ("Blue Sky Sky") laws.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, . The execution and delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, therein herein and pursuant to any applicable Terms Agreement in the resolution of the Company's Board of Directors setting forth the terms of the Offered Preferred Stock (the "Series Resolution") have been duly authorized by all necessary corporate action and executed by the Company and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries considered as one entity, nor will such action result in any material violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition currently in effect or violation would, in each case, have a material adverse effect on at the time of execution and delivery of this Agreement and applicable to the Company and or any of its subsidiaries taken as a whole; and no subsidiaries. No consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act or Act, the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky lawslaws and the filing of the Series Resolution in Tennessee.

No Defaults; Regulatory Approvals. Neither The issue and sale of the Notes and the compliance by the Company nor any with all of the Significant Subsidiaries is in violation provisions of its charter or by-laws or in default in the performance or observance of any material obligationNotes, agreementthe Indentures, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, delivery and performance of this Agreement and the Indenture each applicable Terms Agreement, if any, and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to the terms of, any indenture, contract, indenturemortgage, mortgagedeed of trust, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them may be its subsidiaries is bound or to which any of the property or assets of the Company or any such subsidiary of its subsidiaries is subject, except as would not result in a material adverse change in the financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries considered as one enterprise or adversely affect the compliance by the Company with its obligations under this Agreement, the Indentures or the Notes or the validity of the Notes, nor will such action result in any violation by the Company of the provisions of the charter Certificate of Incorporation, as amended, or byBy-laws Laws of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any such subsidiary of its subsidiaries or any lawof its properties, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, approval, authorization, order order, registration or decree qualification of or with any court or any such regulatory authority or other governmental agency or body is required for the consummation by the Company issue and sale of the Notes or the consummation of the other transactions contemplated by this AgreementAgreement or any Terms Agreement or the Indentures, except such as may be required under the 1933 Act, the 1939 Act or and the 1933 Act Regulations (which have been obtained)and such consents, the 1939 Act approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky lawsblue sky laws in connection with the purchase and distribution of the Notes by the Agents.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries Subsidiary is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound or to which any of them or their its properties may be bound; subject, except for such defaults that would not have a material adverse effect on the executioncondition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise. The execution and delivery and performance of this Agreement and the Indenture Indentures and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms in the Registration Statement, and compliance by the Company with the terms of this Agreement and the Indentures, have been duly authorized by all necessary corporate action on the part of the Company and do not and will not result in any violation of the charter or by-laws of the Company or of any Significant Subsidiary, and do not and will not conflict with with, or constitute result in a breach of any of the terms or provisions of, or constitute default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries pursuant to Subsidiary under, (a) any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Significant Subsidiary is a party or by which it or any of them may be bound or to which any of the property its properties may be subject (except for such conflicts, breaches or assets of the Company defaults or any such subsidiary is subjectliens, nor will such action result in any violation of the provisions of the charter charges or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, encumbrances that would not have a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries taken subsidiaries, considered as a whole; and no consentone enterprise) or (b) any existing applicable law, approvalrule, authorizationregulation, judgment, order or decree of any court government, governmental instrumentality or governmental agency court, domestic or body is required for the consummation by foreign, having jurisdiction over the Company or any Significant Subsidiary or any of the transactions contemplated by this Agreementits properties. Each authorization, except such as may be required approval, consent or license of any government, governmental instrumentality or court, domestic or foreign (other than under the 1933 Act or the 1933 Act Regulations (which have been obtained)Act, the 1939 Act or state and the securities or Blue Sky laws.blue sky laws of the various states), which is required for (A) the valid authorization,

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, . The execution and delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, therein herein and pursuant to any applicable Terms Agreement in the resolution of the Company's Board of Directors setting forth the terms of the Offered Preferred Stock (the "Series Resolution") have been duly authorized by all necessary corporate action and executed by the Company and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries considered as one entity, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition currently in effect or violation would, in each case, have a material adverse effect on at the time of execution and delivery of this Agreement and applicable to the Company and or any of its subsidiaries taken as a whole; and no subsidiaries. No consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act or Act, the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky lawslaws and the filing of the Series Resolution in Delaware.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; and the execution, execution and delivery and performance of this Agreement, each Pass Through Agreement and the Indenture other Operative Agreements to which the Company is or is to be a party and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lienlien (other than as permitted under the Leases), charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries considered as one entity, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breachcurrently in effect or in effect at the time of execution and delivery of this Agreement, default, creation, imposition or violation would, in each case, have a material adverse effect on Pass Through Agreement and the other Operative Agreements and applicable to the Company and or any of its subsidiaries taken as a wholesubsidiaries; and no consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, any Pass Through Agreement or any other Operative Agreement to which the Company is or is to be a party, except such as may be required under the 1933 Act or Act, the 1939 Act, the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws, the Transportation Code, and the Uniform Commercial Code as in effect in Delaware and Tennessee.

No Defaults; Regulatory Approvals. Neither None of the Company nor or any of the Significant Subsidiaries its subsidiaries is in violation of its charter (or by-laws similar organizational documents) or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; , except, in the executioncase of the subsidiaries of the Company which are not Initial Guarantors, for such violations or defaults which individually or in the aggregate do not, or will not, have a material adverse effect on the condition (financial or other), business, prospects or results of operations of the Company and its subsidiaries considered as one enterprise. The execution and delivery and performance of this Agreement and Agreement, the Indenture Indenture, the Registration Rights Agreement, the Securities Guarantees and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and executed by the Company and each Initial Guarantor and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries considered as one enterprise or reasonably be expected to adversely affect the enforceability of this Agreement, the Indenture, the Registration Rights Agreement or the Securities Guarantees, nor will such action result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or any such subsidiary Initial Guarantor or any law, administrative regulation or administrative or court order or decree which breachcurrently in effect or in effect at the time of execution and delivery of this Agreement, defaultthe Indenture, creationthe Registration Rights Agreement or the Securities Guarantees and applicable to the Company or any of its subsidiaries, imposition or violation wouldexcept, in each casethe case of subsidiaries of the Company that are not Initial Guarantors, such violations which individually or in the aggregate would not have a material adverse effect on the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries taken considered as a whole; and no one enterprise or reasonably be expected to adversely affect the enforceability of this Agreement, the Indenture, the Registration Rights Agreement or the Securities Guarantees. No consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company and the Initial Guarantors of the transactions contemplated by this Agreement, the Indenture, the Registration Rights Agreement or the Securities Guarantees, except such as may be required under the 1933 Act or the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws.

No Defaults; Regulatory Approvals. Neither the Company nor any of --------------------------------- the Significant Subsidiaries Subsidiary is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound or to which any of them or their its properties may be bound; subject, except for such defaults that would not have a material adverse effect on the executioncondition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise. The execution and delivery and performance of this Agreement and the Indenture Indentures and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms in the Registration Statement, and compliance by the Company with the terms of this Agreement and the Indentures, have been duly authorized by all necessary corporate action on the part of the Company and do not and will not result in any violation of the charter or by-laws of the Company or the Significant Subsidiary, and do not and will not conflict with with, or constitute result in a breach of any of the terms or provisions of, or constitute default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries pursuant to Subsidiary under, (a) any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries the Significant Subsidiary is a party or by which it or any of them may be bound or to which any of the property its properties may be subject (except for such conflicts, breaches or assets of the Company defaults or any such subsidiary is subjectliens, nor will such action result in any violation of the provisions of the charter charges or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, encumbrances that would not have a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries taken subsidiaries, considered as a whole; and no consentone enterprise) or (b) any existing applicable law, approvalrule, authorizationregulation, judgment, order or decree of any court government, governmental instrumentality or governmental agency court, domestic or body is required for the consummation by foreign, having jurisdiction over the Company or the Significant Subsidiary or any of the transactions contemplated by this Agreementits properties. Each authorization, except such as may be required approval, consent or license of any government, governmental instrumentality or court, domestic or foreign (other than under the 1933 Act or the 1933 Act Regulations (which have been obtained)Act, the 1939 Act or state and the securities or Blue Sky lawsblue sky laws of the various states), which is required for (A) the valid authorization, issuance, sale and delivery of the Notes or (B) the execution, delivery or performance of this Agreement or the Indentures by the Company has been received.

No Defaults; Regulatory Approvals. Neither The issue and sale of the Notes and --------------------------------- the compliance by the Company nor any with all of the Significant Subsidiaries is in violation provisions of its charter or by-laws or in default in the performance or observance of any material obligationNotes, agreementthe Indentures, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, delivery and performance of this Agreement and the Indenture each applicable Terms Agreement, if any, and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to the terms of, any indenture, contract, indenturemortgage, mortgagedeed of trust, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them may be its subsidiaries is bound or to which any of the property or assets of the Company or any such subsidiary of its subsidiaries is subject, nor will such action result in any violation by the Company of the provisions of the charter Certificate of Incorporation, as amended, or byBy-laws Laws of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any such subsidiary of its subsidiaries or any lawof its properties, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, approval, authorization, order order, registration or decree qualification of or with any court or any such regulatory authority or other governmental agency or body is required for the consummation by the Company issue and sale of the Notes or the consummation of the other transactions contemplated by this AgreementAgreement or any Terms Agreement or the Indentures, except such as may be required under the 1933 Act, the 1939 Act or and the 1933 Act Regulations (which have been obtained)and such consents, the 1939 Act approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky lawsblue sky laws in connection with the purchase and distribution of the Notes by the Agent.

No Defaults; Regulatory Approvals. Neither the Company nor any of the -------------------------------- its Significant Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, execution and delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary Significant Subsidiary is subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a wholedecree; and no consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this AgreementAgreement or in connection with the sale of Notes hereunder, except such as have been obtained or rendered, as the case may be, or as may be required under the 1933 Act or the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or ("Blue Sky Sky") laws.

No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, . The execution and delivery and performance of this Agreement, each Pass Through Agreement and the Indenture other Operative Agreements to which the Company is or is to be a party and the consummation of the transactions contemplated herein, herein and therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action action. This Agreement, the Pass Through Agreement and such other Operative Agreements have been duly executed by the Company and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lienlien (other than as permitted under the Leases), charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries its subsidiaries pursuant to to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, which conflict, breach or default would have, individually or in the aggregate with any other such instances, a material adverse effect on the condition (financial or otherwise), or the earnings, business or prospects of the Company and its subsidiaries considered as one entity, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breachcurrently in effect or in effect at the time of execution and delivery of this Agreement, default, creation, imposition or violation would, in each case, have a material adverse effect on Pass Through Agreement and the other Operative Agreements and applicable to the Company and or any of its subsidiaries taken as a whole; and no subsidiaries. No consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, any Pass Through Agreement or any other Operative Agreement to which the Company is or is to be a party, except such as may be required under the 1933 Act or Act, the 1939 Act, the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws, the Transportation Code, and the Uniform Commercial Code as in effect in Delaware and Tennessee.